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

                                    FORM 10-Q


[x]      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934.

                For the quarterly period ended September 30, 1997

[ ]      Transition  Report  Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

                        For the transition period from _________to_________

                         Commission File Number: 0-22089


                          BRUNSWICK TECHNOLOGIES, INC.

            Maine                                        01-402052
-------------------------------              -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


   43 Bibber Parkway, Brunswick, ME                              04011
---------------------------------------      -----------------------------------
(Address of principal executive offices)                      (Zip Code)

                                 207-729-7792
              ---------------------------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.   [x]  Yes    [ ]  No

        The registrant had 4,730,365 shares of Common Stock,  $0.0001 par value,
outstanding as of October 31,
1997.






                          BRUNSWICK TECHNOLOGIES, INC.


                                      INDEX

                                                                       Page No.
                                                                       --------

PART I.  Financial information.

           Item 1.  Financial Statements

              Consolidated balance sheets as of December 31, 1996
                  and September 30, 1997.                                   3-4

              Consolidated statements of income for the three months
                  ended September 30, 1996 and 1997.                          5

              Consolidated statements of income for the nine months
                  ended September 30, 1996 and 1997.                          6

              Consolidated statements of cash flows for the nine months
                  ended September 30, 1996 and 1997.                          7

              Notes to consolidated financial statements.                  8-10

              Report of Independent Accountants.                             11

           Item 2. Management's Discussion and Analysis of 
                   Financial Condition and Results of Operations.            12

PART II.   Other Information.

           Item 2.    Changes in Securities and Use of Proceeds.             13

           Item 6.    Exhibits and Reports on Form 8-K.                      13

Signatures                                                                   14



                                      -2-


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                          BRUNSWICK TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                        DECEMBER 31,             SEPTEMBER 30,
                                                                            1996                     1997
                                                                       ---------------           -----------
                                                                                                  (UNAUDITED)
<S>                                                                    <C>                      <C>
Current assets:
     Cash and cash equivalents                                         $         355             $       7,364
     Accounts receivable, net of allowance for doubtful accounts
        of $38 in 1996 and $46 in 1997                                         2,619                     2,867
     Inventories                                                               3,263                     3,258
     Refundable income taxes                                                      21                        --
     Deferred income taxes                                                       167                       225
     Other current assets                                                        300                       464
                                                                       -------------             -------------
         Total current assets                                                  6,725                    14,178
                                                                       -------------             -------------

Property, plant and equipment:
     Land and building                                                           800                       937
     Furniture and fixtures                                                      356                       473
     Leasehold improvements                                                       74                        81
     Machinery and equipment                                                   5,115                     6,511
     Vehicles                                                                     68                        76
     Machinery under construction                                              1,041                        --
                                                                       -------------             -------------
                                                                               7,454                     8,078

     Less accumulated depreciation                                            (1,453)                   (1,868)
                                                                       --------------            --------------
       Net property, plant and equipment                                       6,001                     6,210
                                                                       -------------             -------------

Deferred charges                                                                 513                        --
Other assets, net                                                                 86                       113
Goodwill, net                                                                  5,309                     5,106
                                                                       -------------             -------------

                                                                       $      18,634             $      25,607
                                                                       =============             =============

</TABLE>







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

                                      -3-




                          BRUNSWICK TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                        DECEMBER 31,            SEPTEMBER 30,
                                                                            1996                    1997
                                                                       ---------------           -----------
                                                                                                 (UNAUDITED)
<S>                                                                  <C>                         <C>
Current Liabilities:
     Bank Overdraft                                                    $         301             $          --
     Note payable to bank                                                      1,180                        --
     Current installments of long-term debt                                      298                       100
     Due to stockholder                                                        1,045                       225
     Accounts payable - trade                                                  1,785                       720
     Accrued expenses                                                            705                       579
     Income taxes payable                                                         --                       244
                                                                       -------------             -------------
         Total current liabilities                                             5,314                     1,868
                                                                       -------------             -------------

Long-term debt, excluding current installments                                 8,853                     3,968
Deferred income taxes                                                            122                       505
Commitments
Convertible preferred stock (liquidation preferences of
     $6,641 in 1996)                                                           6,589                        --

Stockholders' equity (deficit):
     Preferred stock $10 par value, 1,000,000 shares authorized,
        None outstanding                                                          --                        --
     Common stock, $0.0001 par value, 20,000,000 shares authorized
        301,624 outstanding in 1996 and 4,730,365 outstanding in 1997             --                         1
     Additional paid in capital                                                  464                    20,850
     Treasury stock, 3,300 shares at cost                                         (5)                       (5)
     Accumulated deficit                                                      (2,703)                   (1,580)
                                                                       --------------            --------------
         Total stockholders' equity (deficit)                                 (2,244)                   19,266
                                                                       --------------            -------------

                                                                       $      18,634             $      25,607
                                                                       =============             =============


</TABLE>




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

                                      -4-




                          BRUNSWICK TECHNOLOGIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>


                                                                                    THREE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                       ------------------------------------------
                                                                              1996                      1997
                                                                              ----                      ----
                                                                                        (UNAUDITED)

<S>                                                                    <C>                       <C>          
Net Sales                                                              $         4,246           $       7,603

Cost of goods sold (raw material purchased from a stockholder
  amounted to $2,091 and $2,226 in 1996 and 1997, respectively)                  3,381                   5,682
                                                                       ---------------           -------------

         Gross profit                                                              865                   1,921

Selling, general and administrative expenses                                       715                   1,219
Research and development expenses                                                  102                     152
Moving costs                                                                         5                      --
                                                                       ---------------           -------------

         Operating income                                                           43                     550

Other income (expense):
     Interest income                                                                --                      95
     Interest expense                                                              (45)                    (93)
     Miscellaneous, net                                                            106                     124
                                                                       ---------------           -------------

                                                                                    61                     126
                                                                       ---------------           -------------

         Income before income tax                                                  104                     676

Income tax expense                                                                  38                     230
                                                                       ---------------           -------------

         Net income                                                                 66                     446

Preferred stock dividend                                                          (113)                     --
Accretion of preferred stock redemption value                                      (27)                     --
                                                                       ----------------          -------------

         Net income attributable to common stock                       $            74           $         446
                                                                       ===============           =============

Earnings per common share (pro forma in 1996)                          $           .02           $         .09
                                                                       ===============           =============

Weighted average common shares outstanding (pro forma in 1996)                   3,492                   5,189
                                                                       ===============           =============

</TABLE>



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


                                      -5-






                          BRUNSWICK TECHNOLOGIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                                                     NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                      --------------------------------------------
                                                                              1996                      1997
                                                                              ----                      ----
                                                                                        (UNAUDITED)

<S>                                                                    <C>                       <C>          
Net Sales                                                              $        13,423           $      23,008

Cost of goods sold (raw material purchased from a stockholder
  amounted to $5,033 and $4,217 in 1996 and 1997, respectively)                 10,365                  17,002
                                                                       ---------------           -------------

         Gross profit                                                            3,058                   6,006

Selling, general and administrative expenses                                     2,039                   3,819
Research and development expenses                                                  402                     418
Moving costs                                                                       100                      --
                                                                       ---------------           -------------

         Operating income                                                          517                   1,769

Other income (expense):
     Interest income                                                                --                     226
     Interest expense                                                             (101)                   (325)
     Miscellaneous, net                                                            199                     179
                                                                       ---------------           -------------

                                                                                    98                      80
                                                                       ---------------           -------------

         Income before income tax                                                  615                   1,849

Income tax expense                                                                 222                     670
                                                                       ---------------           -------------

         Net income                                                                393                   1,179

Preferred stock dividend                                                          (338)                    (48)
Accretion of preferred stock redemption value                                      (66)                     (8)
                                                                       ----------------          --------------

         Net income attributable to common stock                       $           (11)          $       1,123
                                                                       ================          =============

Earnings per common share (pro forma in 1996 and 1997)                 $           .11           $         .25
                                                                       ===============           =============

Weighted average common shares outstanding (pro forma in 1996)                   3,492                   4,819
                                                                       ===============           =============


</TABLE>





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



                                      -6-






                          BRUNSWICK TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                     NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                       -------------------------------------------
                                                                              1996                      1997
                                                                              ----                      ----
                                                                                        (UNAUDITED)
<S>                                                                    <C>                      <C>
Cash flows from operating activities:
     Net income                                                        $           393           $       1,179
     Adjustments to reconcile net income to net cash (used in)
     provided by operating activities:
         Depreciation and amortization                                             369                     594
         Deferred taxes                                                            113                     325
         Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                         1,052                    (248)
              Decrease (Increase) in inventories                                (1,120)                      5
              Decrease in refundable income taxes                                   16                      21
              (Increase) in other current assets
                and other assets                                                   (48)                   (167)
              (Decrease) in due to stockholder                                    (479)                   (820)
              (Decrease) in accounts payable and
                accrued expenses                                                   238                  (1,191)
              (Decrease) Increase in income taxes payable                          (17)                    244
                                                                       ----------------          -------------

                Net cash (used in) provided by operating activities                517                     (58)
                                                                       ---------------           --------------

Cash flow from investing activities:

     Purchases of property, plant and equipment                                   (801)                   (624)
                                                                       ----------------          --------------

                Net cash used in investing activities                             (801)                   (624)
                                                                       ----------------          --------------

Cash flows from financing activities:
     Deferred charges                                                             (337)                     --
     Bank overdraft                                                               (217)                   (301)
     Proceeds from (net repayments of) line of credit                              602                  (1,180)
     Issuance of common stock, net of offering costs                                --                  14,262
     Proceeds from (repayment of) long-term debt                                   325                  (5,083)
     Other                                                                          (4)                     (7)
                                                                       ----------------          --------------

                Net cash provided by financing activities                          369                   7,691
                                                                       ---------------           -------------

                Net increase in cash                                                85                   7,009

Cash at beginning of period                                                        118                     355
                                                                       ---------------           -------------

Cash at end of period                                                  $           203           $       7,364
                                                                       ===============           =============

</TABLE>



Non-cash items:
     In February 1997,  convertible  preferred stock and accrued  dividends were
     converted into common stock (see Note 2 of Notes to Financial Statements.

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


                                      -7-





                          BRUNSWICK TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       CONSOLIDATED FINANCIAL STATEMENTS:

                  The  consolidated  financial  statements  included herein have
         been prepared by the Company,  without audit, pursuant to the rules and
         regulations  of  the  Securities  and  Exchange   Commission.   Certain
         information  and footnote  disclosures  normally  included in financial
         statements  prepared in accordance with generally  accepted  accounting
         principles  have been  condensed or omitted  pursuant to such rules and
         regulations,  although the Company  believes that the  disclosures  are
         adequate  to make the  information  presented  not  misleading.  In the
         opinion of  management,  the  amounts  shown  reflect  all  adjustments
         necessary  to present  fairly the  financial  position  and  results of
         operations for the periods  presented.  All such  adjustments  are of a
         normal recurring nature.  The year-end  consolidated  balance sheet was
         derived from  audited  financial  statements,  but does not include all
         disclosures required by generally accepted accounting principles. It is
         suggested that the financial statements be read in conjunction with the
         financial statements and notes thereto included in the Company's latest
         annual report.

                  The consolidated  financial statements include the accounts of
         Brunswick  Technologies,  Inc. (BTI) and Advanced Textiles, Inc. (ATI),
         its wholly owned  subsidiary.  The  accounts of ATI are  included  from
         October 30, 1996, the date of acquisition. Therefore, the September 30,
         1996 financial  statements included herein exclude the accounts of ATI.
         All intercompany transactions have been eliminated.

                  Earnings per share has been presented on a pro forma basis for
         1996 and for the nine months  ended  September  30,  1997 after  giving
         effect to the conversion of the preferred  stock  outstanding  prior to
         their  conversion into common stock on February 10, 1997, as well as to
         the 33 for 1 stock  split of  common  stock on  February  5,  1997,  in
         connection  with the Company's  initial public  offering (see Note 2 to
         Notes  to  Consolidated  Financial  Statements).  The  following  table
         represents information necessary to calculate earnings per share:

<TABLE>
<CAPTION>

                                                                3 months ended   9 months ended
                                                                  September 30     September 30
                                                                  ------------     ------------
                                                                1996      1997     1996    1997
                                                                ----      ----     ----    ----
                                                            (in thousands, except per share amounts)
<S>                                                            <C>      <C>      <C>      <C>   
Net income                                                     $   66   $  446   $  393   $1,179
                                                               ======   ======   ======   ======

Earnings per common share (pro forma in 1996
      and for the nine months ended September 30, 1997)        $  .02   $  .09   $  .11   $  .25
                                                               ======   ======   ======   ======

Common shares outstanding:
     Weighted average common shares                               296    4,643      296    4,213
     Common share equivalents                                     647      546      647      606
     Conversion of preferred stock                              2,337     --      2,337     --
     Preferred stock dividend                                     211     --        211     --
     Directors' stock grants                                        1     --          1     --
                                                               ------   ------   ------   ------

     Weighted average shares outstanding (pro forma in 1996     
        and for the nine months ended September 30, 1997)       3,492    5,189    3,492    4,819
                                                               ======   ======   ======   ======

</TABLE>



                                      -8-






                          BRUNSWICK TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.       INITIAL PUBLIC OFFERING

                  On February 10, 1997, the Company completed its initial public
         offering  of common  stock.  The sale to the public  totaled  2,675,000
         shares, with 1,700,000 new shares being sold by the Company and 975,000
         shares  being sold from the  holdings of an existing  shareholder.  The
         offering price was $9.50 per share with proceeds to the Company,  after
         offering expenses,  of approximately $13.7 million.  From the proceeds,
         the  Company  was  obligated  to  pay  $3,648,250  of  the  convertible
         subordinated  note plus accrued  interest  thereon.  With the remaining
         proceeds,  the  Company  also paid off the  balance of its bank debt of
         approximately  $2.9 million.  Deferred  charges of $512,679 at December
         31,  1996,  and  other  transactional  expenses  (together  aggregating
         approximately  $1.3 million) were offset against  stockholders'  equity
         upon completion of the offering.

                  Pursuant to the terms of the preferred  stock, the outstanding
         shares of preferred stock were automatically  converted to common stock
         on the  consummation  of the Company's  initial public  offering.  As a
         result,  70,824 shares of preferred  stock were  converted to 2,337,192
         shares of common stock.  In addition,  on August 14, 1996, the Board of
         Directors approved the issuance of common stock in lieu of cash payment
         of the cumulative  preferred  dividend.  This resulted in an additional
         211,088  shares of common  stock being  issued to holders of  preferred
         stock as of the offering. In addition,  the Board approved the grant of
         stock to new Directors totaling 1,000 shares,  which were issued at the
         closing of the offering.

3.       INVENTORIES

         Inventories consist of the following components:

                                              December 31,     September 30,
                                                 1996              1997
                                                 ----              ----
                                                                (unaudited)
                                                    (in thousands)

         Raw materials                      $       576        $      610
         Work-in-process                            653               628
         Finished goods                           2,034             2,020
                                            -----------        ----------

                                             $    3,263         $   3,258
                                             ==========         =========

4.       NEW ACCOUNTING PRONOUNCEMENTS

                  During February 1997, the Financial Accounting Standards Board
         ("FASB") issued Statement of Financial  Accounting  Standards  ("SFAS")
         No. 128,  "Earnings per Share",  which will require a change in how the
         Company calculates  earnings per share. This statement is effective for
         financial statements issued for periods ending after December 15, 1997,
         with earlier  application  not permitted.  The statement  requires dual
         presentation   of  basic  and  diluted   earnings   per  share  on  the
         consolidated   statements  of  income.   Had  the  earnings  per  share
         calculation  been applied on a basis  consistent with the provisions of
         SFAS No. 128 and Securities and Exchange Commission regulations,  basic
         earnings  per  share  would  have  been $.02 and $.10 per share for the
         three months ended September 30, 1996 and 1997,  respectively  and $.14
         and $.28 per share for the nine months then ended respectively. Diluted
         earnings per share would have been  equivalent to the amounts  reported
         in the statements of income.

                  In June  30,  1997,  FASB  issued  SFAS  No.  130,  "Reporting
         Comprehensive Income," which will require separate reporting of changes
         to stockholders  equity, and SFAS No. 131,  "Disclosures about Segments
         of an  Enterprise  and Related  Information,"  which  revises  existing
         guidelines for financial reporting for the Company's  operations.  Both
         statements are effective for financial statements issued after December
         15, 1997,  except interim  reporting under SFAS No. 131 is not required
         until the Company's  first quarter of 1998.  The Company has determined
         that the  requirements  of these  statements  will not have a  material
         effect on the Company's existing financial reporting.





                                      -9-



                          BRUNSWICK TECHNOLOGIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.       PREPAYMENT OF CONVERTIBLE NOTE

                  On November 7, 1997 the Company  called for  prepayment of the
         $3,648,250,   9.5%  convertible  promissory  note  held  by  Burlington
         Industries,  Inc. The note was issued in partial payment of the October
         30, 1996 purchase of Advanced Textiles,  Inc. Also on November 7, 1997,
         Burlington Industries,  under the terms of the note, elected to convert
         into common stock  $1,500,000 of the note at an exercise price of $9.50
         per share which is the equivalent of 157,894 common shares.  Burlington
         Industries,  under the terms of the note, has 10 days or until November
         17 to decide whether to convert the remainder of the note  ($2,148,250)
         into common  stock.  If such  conversion  were to be elected,  it would
         result in an additional 226,131 shares being issued to Burlington.








                                      -10-





                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
  Brunswick Technologies, Inc.


         We  have  reviewed  the  accompanying  consolidated  balance  sheet  of
Brunswick  Technologies,  Inc. and  subsidiary as of September 30, 1997, and the
related  consolidated  statements  of income for the three  month and nine month
periods ended September 30, 1997 and the related consolidated  statement of cash
flows for the nine month period then ended.  These financial  statements are the
responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion. We previously audited and
expressed  an  unqualified  opinion  on  the  Company's  consolidated  financial
statements for the year ended December 31, 1996 (not presented  herein).  In our
opinion,  the  information  set forth in the  accompanying  balance  sheet as of
December 31, 1996, is fairly stated in all material respects, in relation to the
statement of financial position from which it has been derived.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  consolidated  financial  statements for
them to be in conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

Portland, Maine
October 27, 1997




                                      -11-




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

GENERAL

         As a result of the October  30,  1996,  purchase of Advanced  Textiles,
Inc.  ("ATI") from  Burlington  Industries  (see Note 1 of Notes to Consolidated
Financial  Statements),  the operations of ATI are included in the  Consolidated
Statements  of Income for the three months and the nine months  ended  September
30, 1997 and the Consolidated Statements of Cash Flows for the nine months ended
September  30, 1997 and the net assets of ATI are included in the  September 30,
1997 and December 31, 1996 Consolidated Balance Sheets.

RESULTS OF OPERATIONS

Third quarter 1997 versus third quarter 1996

         Net sales  increased  by  $3,356,957  or 79% in 1997.  Pounds sold were
5,079,084 in 1997 (3,489,768 exclusive of ATI) versus 3,096,429 in 1996. Average
selling  price  per  pound  sold in 1997 was $1.50  against  $1.37 in 1996.  The
increase in average prices for the 1997 quarter was due to the operations of the
ATI  division.  The  increase  in sales  volumes  was  partially  due to the ATI
division  (1,589,316  pounds)  and  partially  due  to  increased  sales  in the
Brunswick, Maine division (393,339 pounds).
         Costs of goods  sold was  74.7% of net sales in 1997  against  79.6% in
1996.  The reduction was due primarily to the addition of the  operations of the
ATI division whose products, in general, have higher gross margins.
         Gross  margin  was 25% of net  sales  in 1997  versus  20% for the 1996
period.  The increase is due  primarily  to the  addition of the ATI  operations
whose products, in general, have higher gross margins.
         Operating expenses increased $549,000 primarily as a result of $476,000
of operating expenses  attributable to ATI (including  goodwill  amortization of
$66,876).
         Non-operating  income  amounted to  $126,000  in 1997.  This amount was
composed of $94,779 in interest  income,  $36,585 in cash discounts,  $67,515 of
interest  capitalized  on  the  construction  of  a  new  machine  completed  in
September,  and $28,237 from  reimbursement  under the Company's  federal grant.
These  amounts  were  reduced by $93,470 in interest  expense on amounts owed to
Burlington   Industries  from  the  purchase  of  the  ATI  division.   In  1996
non-operating  income amounted to $61,000 which was a combination of $118,000 in
reimbursement under the federal grant offset by $45,000 in interest expense.

Nine months 1997 versus nine months 1996

         Net sales  increased by $9,584,586  or 71.4% in 1997.  Pounds sold were
15,235,169 in 1997 versus 9,613,163 in the corresponding 1996 period.
         Gross  margin was 26.0% of net sales in 1997 versus  22.8% for the 1996
period.  The increase is due  primarily  to the  addition of the ATI  operations
whose products, in general, have higher gross margins.
         Operating expenses increased  $1,696,070 in 1997, primarily as a result
of $1,580,819 of operating expense  attributable to the ATI operation (including
goodwill amortization of $199,512).

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash flow activities for the nine months are reflected in
the Statements of Cash Flows. The Company's liquidity and capital resources were
favorably  impacted by its initial public offering on February 10, 1997, when it
sold 1,700,000 shares at a price of $9.50 per share to the public. After selling
commissions  and other  expenses net  proceeds to the Company  amounted to $13.7
million.  With a portion of this  amount,  the Company  paid  $3,648,250  of the
amount due Burlington  Industries plus interest of $94,954, as well as bank debt
amounting to  $2,892,960.  The  Company's  funds in excess of that  required for
normal operating activities are invested in short-term,  high-grade governmental
and corporate obligations.

         Refer to Note 5 of  Notes  to  Consolidated  Financial  Statements  for
information with respect to the convertible subordinated note.


                                      -12-




                                     PART II
                                OTHER INFORMATION



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         Pursuant to  outstanding  common stock purchase  warrants,  the Company
sold shares of its common  stock to the parties  listed below at $1.51 per share
in the  amounts  and on the dates  indicated.  The sales were made  pursuant  to
Section 4(2) of the  Securities  Act of 1933,  as amended (the "Act") in private
transactions.

    Number of Shares        Purchaser                          Date of Purchase
    ----------------        ---------                          ----------------
    6,898                   Daniel A. Zilkha                   June 24, 1997
    164,051                 North Atlantic Venture Fund        July 15, 1997
    7,139                   Dodge D. Morgan                    August 11, 1997.

         On  November  7,  1997  the  Company   called  for  prepayment  of  the
$3,648,250, 9.5% convertible promissory note held by Burlington Industries, Inc.
The note was issued in partial  payment of the  October  30,  1996  purchase  of
Advanced Textiles,  Inc. Also on November 7, 1997, Burlington Industries,  under
the terms of the note,  elected to convert into common stock  $1,500,000  of the
note at an exercise  price of $9.50 per share which is the equivalent of 157,894
common  shares.  The sale pursuant to such  conversion was made pursuant to Rule
506 of Regulation D under the Act. The sale involved one accredited investor and
did not involve general solicitation or advertising.

         On February 10, 1997, the Company completed its initial public offering
of common stock. The sale to the public totaled 2,675,000 shares, with 1,700,000
new shares  being sold by the  Company and  975,000  shares  being sold from the
holdings of an existing shareholder. The offering price was $9.50 per share with
proceeds  to the  Company,  after  offering  expenses,  of  approximately  $13.7
million.  From the proceeds,  the Company was obligated to pay $3,648,250 of the
convertible  subordinated  note  held by  Burlington  Industries,  plus  accrued
interest  thereon of $94,954.  From the proceeds,  the Company also paid off the
balance of its bank debt of approximately  $2,892,960 million.  Deferred charges
of $512,679 at December 31, 1996,  and other  transactional  expenses  (together
aggregating approximately $1.3 million) were offset against stockholders' equity
upon  completion of the offering.  For the nine month period ended September 30,
1997,  the  Company  has  expended  $624,000 of the  proceeds  in  purchases  of
property,  plant and equipment and $58,000 of the proceeds for working  capital.
The balance of the proceeds of the initial  public  offering  that have not been
expended  to date  are  invested  in  short-term,  high-grade  governmental  and
corporate obligations.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibit 27.       Financial data schedule.

(b)     Exhibit 15.       Letter of Coopers & Lybrand L.L.P. regarding 
                          incorporation  by reference to a certain
                          Form S-8 of the registrant.

(c)     No reports on Form 8-K were filed during the quarter ended September 30,
        1997.




                                      -13-





                                   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.



                                  Brunswick Technologies, Inc.



                                  By:/s/John P. O'Sullivan
                                  ------------------------
                                  John P. O'Sullivan
                                  Chief Financial Officer and Treasurer
                                  (Principal financial and accounting officer)

Date:  November 13, 1997