HASTINGS MANUFACTURING CO
10-Q, 1995-11-14
MOTOR VEHICLE PARTS & ACCESSORIES
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                SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549
_____________________________________________________________________________

                            FORM 10-Q

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


          For the Quarter Ended           Commission File Number
           September 30, 1995                     1-3574


                  HASTINGS MANUFACTURING COMPANY
      (Exact name of registrant as specified in its charter)

             Michigan                          38-0633740
     (State of Incorporation)      (I.R.S. Employer Identification No.)

        325 North Hanover Street
           Hastings, Michigan                    49058
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code:  616-945-2491

                               None
  Former name, former address, and former fiscal year if changed
                          since last report.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                   Yes __X__         No _____

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
                                              Outstanding at
                  Class                      November 9, 1995
<S>   <C>                                    <C>
       Common stock, $2 par value             388,668 shares
</TABLE>
____________________________________________________________________________


         Hastings Manufacturing Company and Subsidiaries

                             Contents
               ____________________________________


Part I - Financial Information

     Item 1 - Financial Statements:

          Report on Review by Independent Certified Public
          Accountants                                                  3

          Condensed Consolidated Balance Sheets - 
               September 30, 1995 and December 31, 1994                4

          Condensed Consolidated Statements of Operations -
               Three and Nine Months Ended September 30,
               1995 and 1994, respectively                             5

          Condensed Consolidated Statements of Cash Flows -
               Nine Months Ended September 30, 1995 and 1994         6-8

          Notes to Condensed Consolidated Financial Statements      9-11

          Review by Independent Certified Public Accountants          12

     Item 2 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations                  13-17


Part II - Other Information                                           18

     Signatures                                                       19

















                       -2-
   Report on Review by Independent Certified Public Accountants

Board of Directors
Hastings Manufacturing Company
Hastings, Michigan

We have reviewed the accompanying condensed consolidated balance
sheets of Hastings Manufacturing Company and subsidiaries as of
September 30, 1995, and the related condensed consolidated
statements of operations for the three-month and nine-month
periods ended September 30, 1995 and 1994, and cash flows for the
nine-month periods ended September 30, 1995 and 1994, included in
the accompanying Securities and Exchange Commission Form 10-Q for
the period ended September 30, 1995.  These condensed
consolidated financial statements are the responsibility of the
Company's management.

We conducted our reviews 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.

As described in Note 6, the Company sold its filter product line
assets effective on September 3, 1995.

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

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1994, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended (not
presented herein).  In our report dated March 5, 1995, we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December
31, 1994, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.

BDO Seidman, LLP
Grand Rapids, Michigan
November 9, 1995

                       -3-
         Hastings Manufacturing Company and Subsidiaries
<TABLE>
              Condensed Consolidated Balance Sheets
               ____________________________________
<CAPTION>

                                               September 30,         December 31,
                                                   1995                  1994
<S>                                           <C>                  <C>
Assets

Current Assets
  Cash and cash equivalents                    $  2,875,689         $    485,034
  Accounts receivable, less allowance
      of $430,000 and $415,000 for
      possible losses                             8,177,798           10,734,164
  Refundable income taxes                           828,892              307,494
  Inventories:
      Finished products                           5,963,651            8,720,119
      Work in process                               979,945            1,273,155
      Raw materials                               2,130,921            4,468,048
  Prepaid expenses and other assets                 110,635               91,905
  Future income tax benefits                      2,269,389            2,294,982

Total Current Assets                             23,336,920           28,374,901

Property and Equipment
  Land and improvements                             653,505            1,217,716
  Buildings                                       4,031,548            8,770,979
  Machinery and equipment                        15,429,471           25,881,850

                                                 20,114,524           35,870,545
  Less accumulated depreciation                  12,732,768           22,672,063

Net Property and Equipment                        7,381,756           13,198,482

Intangible Pension Asset                          1,426,580            1,426,580

Future Income Tax Benefits                        4,905,181            4,688,969

Other Assets                                        119,829              165,347

                                               $ 37,170,266         $ 47,854,279
</TABLE>







                       -4-
         Hastings Manufacturing Company and Subsidiaries
<TABLE>
              Condensed Consolidated Balance Sheets
               ____________________________________
<CAPTION>
                                               September 30,        December 31,
                                                   1995                 1994
<S>                                           <C>                  <C>
Liabilities and Stockholders' Equity

Current Liabilities
  Notes payable to banks                       $    111,570         $  5,671,280
  Accounts payable                                  897,313            3,283,078
  Accruals:
      Compensation                                1,315,229              542,102
      Pension plan contribution                     561,199              725,882
      Taxes other than income                       602,144              468,565
      Miscellaneous                                 655,897              526,557
  Current portion of postretirement
      benefit obligation                          1,541,126            1,473,374
  Current maturities of long-term debt            1,462,500            1,778,800

Total Current Liabilities                         7,146,978           14,469,638

Long-Term Debt, less current maturities           3,954,250            6,223,900

Pension and Deferred Compensation
  Obligations, less current portion               3,688,432            3,368,354

Postretirement Benefit Obligation,
  less current portion                           15,427,356           15,492,236

Total Liabilities                                30,217,016           39,554,128

Stockholders' Equity
  Preferred stock, $2 par value,
      authorized and unissued
      500,000 shares                                     --                   --
  Common stock, $2 par value,
      1,750,000 shares authorized;
      388,668 shares issued and 
      outstanding                                   777,336              777,336
  Additional paid-in capital                        147,384              147,384
  Retained earnings                               8,498,693           10,033,512
  Cumulative foreign currency 
      translation adjustment                       (528,389)            (716,307)
  Pension liability adjustment                   (1,941,774)          (1,941,774)




                                      -5-
Total Stockholders' Equity                        6,953,250            8,300,151

                                               $ 37,170,266         $ 47,854,279
</TABLE>

See accompanying independent accountants' review report and notes
to condensed consolidated financial statements.


            Hastings Manufacturing Company and Subsidiaries
<TABLE>
            Condensed Consolidated Statements of Operations
                 ____________________________________
<CAPTION>

                                          Three months ended                        Six months ended

September 30,                          1995                1994                 1995                1994
<S>                               <C>                 <C>                 <C>                  <C>
Net Sales                          $ 17,369,464        $ 18,026,109        $ 52,458,346         $ 55,104,470

Cost of Sales                        13,346,262          12,700,186          38,163,113           37,319,755

Gross profit                          4,023,202           5,325,923          14,295,233           17,784,715

Expenses
   Advertising                          281,281             312,650             885,544            1,019,934
   Selling                            2,064,348           2,289,292           6,453,716            7,281,643
   General and 
     administrative                   2,962,436           2,590,768           8,509,567            8,311,841
   Interest                             178,770             243,981             659,059              620,303
   Loss on sale of filter
     operations 
     (Note 6)                            67,254                  --              67,254                   --
   Other, net                            60,086              62,384              80,468             (170,480)

Total expenses                        5,614,175           5,499,075          16,655,608           17,063,241

Income (loss) before
   income taxes                      (1,590,973)           (173,152)         (2,360,375)             721,474

Income Taxes (Benefit)                 (666,000)            (68,000)           (941,000)             295,000

Net Income (Loss)                  $   (924,973)       $   (105,152)       $ (1,419,375)        $    426,474

Net Income (Loss) Per
   Share of Common
   Stock                           $      (2.38)       $       (.27)       $      (3.65)        $       1.10



                                      -6-
Average Shares of
   Common Stock
   Outstanding                          388,668             388,668             388,668              388,540

Dividends Per Share
   of Common Stock                 $        .10        $        .10        $        .30         $        .30
</TABLE>

See accompanying independent accountants' review report and notes to
condensed consolidated financial statements.


         Hastings Manufacturing Company and Subsidiaries
<TABLE>
         Condensed Consolidated Statements of Cash Flows
               ____________________________________
<CAPTION>

Nine months ended September 30,                                   1995                    1994
<S>                                                        <C>                      <C>
Operating Activities
  Net income (loss)                                         $  (1,419,375)           $    426,474
  Adjustments to reconcile net income (loss)
     to net cash from (for) operating
     activities:
     Depreciation                                               1,412,798               1,564,903
     Loss on sale of filter operations                             67,254                      --
     Gain on sale of property and equipment                          (900)               (230,510)
     Change in postretirement benefit
       obligation                                                   2,872                (307,991)
     Changes in operating assets and liabilities:
       Accounts receivable                                      2,594,538                 254,363
       Inventories                                             (1,637,189)               (471,460)
       Prepaid expenses and other 
          current assets                                            8,515                 (83,756)
       Future income tax benefits 
          and refundable income taxes                            (744,414)                198,428
       Other assets                                                69,277                  85,487
       Accounts payable and accruals                           (2,036,342)             (1,510,775)

Net cash (for) operating activities                            (1,682,966)                (74,837)

Investing Activities
  Capital expenditures                                         (1,311,305)             (3,458,902)
  Proceeds from sale of filter operations, 
     net of related expenses paid                              13,647,443                      --
  Proceeds from sale of property 
     and equipment                                                    900               2,036,267



                                      -7-
Net cash from (for) investing activities                       12,337,038              (1,422,635)

Financing Activities
  Proceeds from issuance of notes 
     payable to banks                                          18,874,460              14,000,000
  Principal payments on notes 
     payable to banks                                         (24,438,200)            (11,100,000)
  Principal payments on long-term debt                         (2,585,950)               (973,595)
  Dividends paid                                                 (116,600)               (116,572)

Net cash from (for) financing activities                       (8,266,290)              1,809,833

Effect of Exchange Rate Changes on Cash                             2,873                  (3,564)

Net Increase in Cash and Cash Equivalents                       2,390,655                 308,797

Cash and Cash Equivalents, 
  beginning of period                                             485,034                 597,556

Cash and Cash Equivalents, 
  end of period                                             $   2,875,689            $    906,353

Supplemental Disclosures of Cash Flow
  Information
  Cash paid (received) during the period for:
     Interest                                               $     803,005    $            666,346
     Income taxes, net of refunds                                (222,077)                 98,214
</TABLE>

See accompanying independent accountants' review report and notes
to condensed consolidated financial statements.




















                       -8-
         Hastings Manufacturing Company and Subsidiaries

       Notes to Condensed Consolidated Financial Statements
               ____________________________________


Note 1    In the opinion of the management of Hastings Manufac-
          turing Company and subsidiaries (Company), the
          accompanying unaudited condensed consolidated financial
          statements contain all normal recurring adjustments
          considered necessary to present fairly the financial
          position of the Company as of September 30, 1995, the
          results of operations for the three months and nine
          months ended September 30, 1995 and 1994 and cash flows
          for the nine months ended September 30, 1995 and 1994.

Note 2    The results of operations for the nine months ended
          September 30, 1995 are not necessarily indicative of
          the results of operations for all of 1995.

Note 3    Net income (loss) per share is determined based on the
          weighted average number of shares of common stock
          outstanding during each period.

Note 4    The condensed consolidated financial statements include
          the accounts of the Company and its wholly-owned
          subsidiary.  All significant intercompany balances,
          transactions and stockholdings have been eliminated.

          The accompanying consolidated financial statements are
          condensed and do not contain all information required by
          generally accepted accounting principles in a complete set
          of financial statements.

Note 5    Under the terms of a debt agreement, the Company is
          subject to a restriction on the declaration or payment
          of dividends, such that dividend distributions may not
          exceed 50 percent of cumulative net income of the
          Company and its subsidiaries, beginning January 1,
          1994.  The Company has obtained a waiver from the bank
          for its noncompliance with this restriction.

Note 6    Sale of Filter Operations

          Effective on September 3, 1995, the Company entered into
          an agreement and sold its filter product line assets to
          CLARCOR Inc. (CLARCOR) of Rockford, Illinois.  The
          Company's filter operations comprised a portion of its one
          business segment, automotive replacement parts.  As such,


                       -9-
          the sale of the filter product line was accounted for as a
          sale of a portion of a segment of a business.  The sales
          price, which is subject to final adjustment, amounted to
          $13,970,000, resulting in a pre-tax loss of $67,254 after
          consideration of all direct costs and expenses associated
          with the sale, including $826,000 relating to employee
          termination benefits.

          The sale did not include filter-related accounts
          receivable of approximately $5,725,000, which were
          retained for collection by the Company.  Certain filter
          component parts inventory, located at the Company's
          Hastings, Michigan plant, was not included in the sale as
          the Company, as discussed below, will continue to supply
          CLARCOR with component parts during a transition period.
          CLARCOR did not assume any liabilities of the Company
          relating to the filter operations being sold.  Remaining
          balances of these liabilities, which are not separately
          identifiable from other operations of the Company, are
          included in accounts payable and accruals at September 30,
          1995.  Remaining assets of the filter operations at
          September 30, 1995 are approximately as follows (in
          thousands):
<TABLE>
<CAPTION>
          September 30,                        1995
<S>      <C>                                <C>
          Accounts receivable                $ 2,750
          Component parts inventory            1,460

                                             $ 4,210
</TABLE>
          Of the total $826,000 employee termination benefits
          accrued and expensed relating to the sale, nothing was
          paid through September 30, 1995.

          Total filter-related assets at December 31, 1994,
          including accounts receivable and component parts
          inventory, were approximately as follows (in thousands):
<TABLE>
<CAPTION>
          December 31,                                1994
<S>      <C>                                       <C>
          Accounts receivable                       $ 6,080
          Inventory                                   7,410
          Net property, plant and equipment           5,885

                                                    $19,375
</TABLE>


                      -10-
          The Company and CLARCOR also entered into a Transition
          Agreement, dated September 3, 1995.  The Transition
          Agreement provides for the Company's manufacture and
          supply to CLARCOR of certain filter component parts until
          certain manufacturing equipment, located at the Company's
          Hastings, Michigan plant, can be moved and set up at
          CLARCOR's plant facilities.  It also provides for the
          reimbursement of certain administrative costs directly
          related to the manufacture and supply of filter components
          to CLARCOR.  It is estimated the transition period will be
          completed by mid-1996.  Expense reimbursement for the
          period September 4, 1995 through September 30, 1995,
          included in net sales, amounted to $357,000.

          Sales and estimated operating loss amounts for filter
          operations were as follows (in thousands):
<TABLE>
<CAPTION>
                                      Three months ended         Nine months ended

          September 30,               1995         1994          1995        1994
<S>      <C>                        <C>          <C>           <C>         <C>
          Sales                      $7,803       $10,197       $25,458     $29,712
          Estimated operating
             loss                     1,182           538         2,286       1,075
</TABLE>
          A significant portion of the Company's filter manufac-
          turing and distribution operations have historically been
          combined with its piston ring and other operations.  While
          records of sales and cost of sales amounts were maintained
          by operation, the Company did not maintain separate
          records of operating expenses.  The above estimated
          operating loss amounts reflect those operating expenses
          which the Company estimates will not recur as a result of
          the sale.

          While total use of the sale proceeds has not been
          determined at this time, short and long-term debt of
          $10,798,700 have been reduced through September 30, 1995
          as a direct result of the sale.











                      -11-
         Hastings Manufacturing Company and Subsidiaries

        Review by Independent Certified Public Accountants
               ____________________________________


The September 30, 1995 and 1994, condensed consolidated financial
statements included in this filing on Form 10-Q have been
reviewed by BDO Seidman, LLP, Independent Certified Public
Accountants, in accordance with established professional
standards and procedures for such a review.








































                      -12-
         Hastings Manufacturing Company and Subsidiaries

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
               ____________________________________


Net Sales

Net sales in the third quarter of 1995 decreased $656,645, or
3.6%, from $18,026,109 in the third quarter of 1994 to
$17,369,464.  In addition, net sales for the nine-month period
ended September 30, 1995, decreased $2,646,124, or 4.8%, from the
nine-month period ended September 30, 1994, after trailing the
1994 net sales by $1,989,479 through the first half of this year. 
As described in Note 6 to the condensed consolidated financial
statements, the Company sold its filter product line assets and
operations to CLARCOR, Inc. effective September 3, 1995.  As
such, revenues from that product line immediately shifted to the
purchaser.  Certain sales and operating relationships are also
highlighted within Note 6.  Within the remaining portion of the
Company's operations, the export piston ring volume has continued
its strength resulting in a significant year-to-year sales mix
change within that product line.  The resulting volume demands
upon our production capacities has led to continued product
shortages within the Company's traditional distributor markets. 
A portion of the proceeds from the filter operations sale will be
used to enhance our production capabilities.  In addition, the
next few quarters will reflect some level of filter sales
activity as we are committed to supply certain filter products
and services to the purchaser through a transition period.  For
September 1995, sales of those filter products were approximately
$550,000 with another $357,000 of reimbursements for support
services included in net sales.

Net sales for the third quarter of 1994 trailed the 1993 third
quarter volume by $59,864 or .3%.  The nine-month cumulative net
sales for 1994 were higher than the 1993 comparative period,
however, by $1,814,387.  The year-to-date improvement for 1994
was driven, in part, by the recognition of the sale of technology
and equipment to a foreign concern.

Cost of Sales and Gross Profit

Cost of sales during the third quarter of 1995 increased
$646,076, or 5.1%, from the third quarter of 1994.  As a percent
of net sales, cost of sales during the third quarter of 1995
(76.8%) increased from the 1994 third quarter (70.5%).  For the
nine-month period, the cost of sales during 1995 (72.7%) also


                      -13-
         Hastings Manufacturing Company and Subsidiaries

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
               ____________________________________


increased from the 1994 (67.7%) level.  The 1995 results reflect
only minimal per unit material cost increases.  The direct labor
portion of the per unit costs, however, have risen throughout the
year as the Company was required to meet increased production
needs through extended overtime.  This increased cost factor,
combined with the roll-up effect of absorbed overhead costs on
those higher per unit wages, resulted in an overall increase in
most per unit costs.  While increased production demands are
anticipated for 1996, with a probable demand for some overtime,
production capacity and efficiency improvements are being
implemented to help curtail any ongoing, negative gross profit
margin impact.  The noted sales mix change in 1995, with higher
relative export volume, also impacted the gross margin
performance.  The export sales markets contribute a lower margin
though they are then offset by generally lower operating support
costs.  The 1994 comparative periods' gross profit margins were
also supported, in part, by the favorable margin realized on the
sale of the technology and equipment.  Another factor impacting
both the current and future transition periods is the minimal
gross profit margin factored into the pricing of filter
components and services to be provided to the purchaser.  As an
asset only sale, the current quarter's gross profit margin was
also adversely impacted by certain sales reduction items
(freight, cash discounts, etc.) absorbed in September though
driven by the previous month's filter sales activity.  Certain
costs are of a recurring nature and have minimal net impact month
to month.  The termination of filter volume, however, required a
one-time absorption of these items.  That factor is likely to
impact the fourth quarter as well though to a declining degree.

Expenses

Total expenses during the third quarter of 1995, excluding
interest expense, increased $180,311 or 3.4% from $5,255,094 to
$5,435,405.  For the 1995 nine-month period, these expenses
declined $446,389, or 2.7%, from $16,442,938 to $15,996,549. 
Advertising expenses remained lower through the third quarter of
1995 reflecting lower printed materials purchases and reduced
cooperative advertising credits.  Selling expense declined
further this quarter led by reduced inventory conversion activity
and the absence in 1995 of a marketing assistance program as
absorbed in 1994.  Certain selling costs began to decline late in


                      -14-
         Hastings Manufacturing Company and Subsidiaries

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
               ____________________________________


the third quarter as management began to roll-back various
support costs subsequent to the filter operations sale.  General
and administrative expenses have now surpassed the 1994
results-to-date by $197,726, or 2.4%, due to an acceleration of group
health costs relative to current employees and retirees.  The
other, net expense category for the 1995 third quarter includes an
environmental claim settlement of $37,500.  The other, net
category for 1994 reflects a one-time gain on the sale of a
warehouse facility.  The $67,254 loss generated by the filter
sale is noted as a separate item under the two comparative 1995
periods.  Many of the operating expenses are targeted to decline
significantly through the next few quarters as the Company
restructures in support of its reduced sales level.

Total expenses during the first nine months of 1994, excluding
interest expense, increased by $861,239 or 5.5% from the first
nine months of 1993.  Advertising expenses were higher due to
increased product catalog requirements.  Selling expenses were up
in 1994 reflecting higher inventory conversion activity and a
higher sales promotion expense driven by the noted marketing
assistance program.  General and administrative costs were higher
in 1994 as a result of increased group health costs, increased
employee support costs and increased computer support costs
resulting from a systems upgrade earlier that year.

Interest Expense

Interest expense for the third quarter of 1995 declined from the
1994 third quarter by $65,211, or 26.7%, following the repayment
of certain short-term and long-term debt obligations subsequent
to the filter operations sale.  For the nine-month results, the
reported 1995 interest expense still exceeds the 1994 level by
$38,756 or 6.2%.  The level of total debt outstanding during the
first eight months of 1995, prior to the sale of filter
operations, was higher than the debt level during the comparable
period of 1994.  Certain variable rate borrowings were also
exposed to higher interest rates in early 1995.

The interest expense for the first nine months of 1994 was down
$93,243, or 13.1%, from the same period in 1993.  Though total
average borrowings were somewhat higher through much of 1994,
borrowing costs through the third quarter were lower reflecting


                      -15-
         Hastings Manufacturing Company and Subsidiaries

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
               ____________________________________


lower variable rates earlier in 1994 on certain borrowings and a
lower fixed interest rate on the interest rate swap agreement
covering most of the 1994 borrowings.

Liquidity and Capital Resources

The Company's primary cash requirements are for operating
expenses, including labor costs and raw materials, and for
funding accounts receivable, capital expenditures and long-term
debt service.  Historically, the Company's primary sources of
cash have been from operations and from bank borrowings.  The
recent sale of the Company's filter product line assets and
operations, as described further in Note 6 to the condensed
consolidated financial statements had, however, a significant
impact upon the current relationship of the various cash flow
activities.  Following the full divestiture of the filter
operations and the restructuring required to support the smaller
organization, the Company expects to generate sufficient future
cash flows from operations and bank borrowings to fund its
operating needs.

During the first nine months of 1995, the Company used $1,682,966
of cash in operations, primarily due to the net loss for the
period.  The depreciation and accounts receivable sources were
largely offset by an increase in inventory, after adjustment for
the sale of filter-related inventory, and decreases in accounts
payable and accrued liabilities.  The accounts receivable
reduction primarily resulted from reduced filter sales,
subsequent to the sale of filter operations in early September,
and the further collection of filter accounts receivable balances
existing at the sale date.  The inventory increase, adjusted for
the $7,112,000 filter inventory sold, resulted from the Company's
planned increased production efforts to make up for product
shortages experienced throughout the year.  Accounts payable and
accrued liabilities, excluding additional accrued liabilities
resulting from the filter sale, declined via scheduled payments
to vendors, payment of accruals for rebate and promotional
programs driven by the late 1994 operating results, and the
reduction in purchases associated with filter operations.

The net cash generated from investing activities primarily
reflects the inventory and property and equipment sold in the


                      -16-
         Hastings Manufacturing Company and Subsidiaries

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
               ____________________________________


filter sale transaction, offset by $1.3 million of capital
expenditures.  As further stated in Note 6, a significant portion
of the filter sale proceeds were used to reduce both short-term
and long-term obligations as of September 30, 1995.  A portion of
the remaining monies have been targeted for capital expenditures
in the near future as the Company moves to enhance its piston
ring manufacturing capabilities.

During the first nine months of 1994, the Company generated a net
cash decline of $74,837 from operating activities.  The net
income and depreciation sources were offset by higher inventories
and reduced accounts payable and accrued liabilities.  The
inventory increases reflected a minimal increase that carried
through most of the year.  The accounts payable and accruals
decline annually through scheduled payments to vendors and
liquidation of various year end commitments.  Cash needs for
capital expenditures increased in the first nine months of 1994,
and were primarily financed by long-term debt and from the
proceeds from the sale of technology and equipment. 

Through the first half of 1995, the Company extended its short-term
lines of credit by an aggregate amount of $2.5 million. 
Those funds were necessary to offset the cash shortfall from
operations and to support an increase in finished goods
inventories.  Subsequent to the filter operations sale, the
available lines of credit were reduced by $4 million to reflect,
in part, the lower anticipated future funding needs.  In
addition, some $1.3 million of long-term obligations and the
balance of our domestic short-term obligations were repaid. 
Other monies, as noted, have been targeted for equipment
purchases.  While the Company recognizes the potential for a soft
operating performance through the next few quarters, the
opportunities offered by the enhancement of our piston ring, tool
and Casite chemical operations should allow for a controlled
growth and a timely return to profitability.  As such, and
pending completion of the restructuring efforts, the Company
believes that cash flow from operating activities, combined with
the restructured financing agreements, will be sufficient to meet
its working capital, capital expenditures and dividend needs
through the coming years.




                      -17-
                   Part II - Other Information

                              ITEM 6

                     EXHIBITS AND REPORTS ON
                             FORM 8-K


(a)  Exhibit 27 - Financial Data Schedule - Page 20

(b)  Reports on Form 8-K

     Form 8-K, dated September 3, 1995, relating to the sale of
     filter related assets was filed by the Company on September
     18, 1995.




































                      -18-
                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
his behalf by the undersigned thereunto duly authorized.


                              HASTINGS MANUFACTURING COMPANY



Dated: November 14, 1995      By:   \s\ Monty C. Bennett
                                    Monty C. Bennett
                                    Its Vice-President


Dated: November 14, 1995      By:   \s\ Thomas J. Bellgraph
                                    Thomas J. Bellgraph
                                    Its Treasurer































                      -19-


<TABLE> <S> <C>

<ARTICLE>                                                                 5
<LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
          FROM THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF
          HASTINGS MANUFACTURING COMPANY AND IS QUALIFIED IN ITS ENTIRETY
          BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                          1,000
       
<S>                                                            <C>
<PERIOD-TYPE>                                                         9-MOS
<FISCAL-YEAR-END>                                               DEC-31-1995
<PERIOD-START>                                                  JAN-01-1995
<PERIOD-END>                                                    SEP-30-1995
<CASH>                                                            2,875,689
<SECURITIES>                                                              0
<RECEIVABLES>                                                     8,177,798
<ALLOWANCES>                                                        430,000
<INVENTORY>                                                       9,074,517
<CURRENT-ASSETS>                                                 23,336,920
<PP&E>                                                           20,114,524
<DEPRECIATION>                                                   12,732,768
<TOTAL-ASSETS>                                                   37,170,266
<CURRENT-LIABILITIES>                                             7,146,978
<BONDS>                                                           5,416,750
<COMMON>                                                            777,336
                                                     0
                                                               0
<OTHER-SE>                                                        6,175,914
<TOTAL-LIABILITY-AND-EQUITY>                                     37,170,266
<SALES>                                                          52,458,346
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<CGS>                                                            38,163,113
<TOTAL-COSTS>                                                    38,163,113
<OTHER-EXPENSES>                                                          0
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<INTEREST-EXPENSE>                                                  659,059
<INCOME-PRETAX>                                                 (2,360,375)
<INCOME-TAX>                                                      (941,000)
<INCOME-CONTINUING>                                             (1,419,375)
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
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<NET-INCOME>                                                    (1,419,375)
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<EPS-DILUTED>                                                        (3.65)
        


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