HASTINGS MANUFACTURING CO
10-Q, 1996-11-14
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>     1
                    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, 1996                    1-3574


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

                    MICHIGAN                        38-0633740
         (State or other Jurisdiction of         (I.R.S. Employer
         Incorporation or Organization)        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

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 1, 1996
<S>      <C>                                   <C>
          Common stock, $2 par value            390,473 shares
</TABLE>

===========================================================================


<PAGE>     2
              Hastings Manufacturing Company and Subsidiaries

                                 Contents
                    ==================================


PART I - FINANCIAL INFORMATION
                                                                         PAGE
     Item 1 - Financial Statements:

          Report on Review by Independent Certified Public
               Accountants                                                  3

          Condensed Consolidated Balance Sheets - 
               September 30, 1996, and December 31, 1995                  4-5

          Condensed Consolidated Statements of Operations -
               Three Months and Nine Months Ended
               September 30, 1996 and 1995                                  6

          Condensed Consolidated Statements of Cash Flows -
               Nine Months Ended September 30, 1996 and 1995              7-8

          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                      13-16


PART II - OTHER INFORMATION

     Item 6 - Exhibits and Reports on Form 8-K                             17















                                      -2-
<PAGE>     3
       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, 1996,
and the related condensed consolidated statements of operations and cash
flows for the three-month and nine-month periods ended September 30, 1996
and 1995, included in the accompanying Securities and Exchange Commission
Form 10-Q for the period ended September 30, 1996.  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 September 3, 1995.

Based on our reviews, we are not aware of any material modifications 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, 1995, 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 1, 1996, 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, 1995, is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.

/s/ BDO Seidman, LLP

BDO Seidman, LLP
Grand Rapids, Michigan
October 28, 1996

                                      -3-
<PAGE>     4
                      PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
              Hastings Manufacturing Company and Subsidiaries

                   Condensed Consolidated Balance Sheets
                    ==================================
<CAPTION>
                                                 SEPTEMBER 30,        DECEMBER 31,
                                                     1996                 1995
                                                 -------------        ------------
<S>                                              <C>                 <C>
ASSETS

CURRENT ASSETS
  Cash                                            $   842,542         $ 1,909,506
  Accounts receivable, less allowance
    for possible losses of $435,000
    and $225,000                                    5,168,352           6,584,392
  Refundable income taxes                              99,276             226,037
  Inventories:
    Finished products                               7,361,867           6,544,211
    Work in process                                   462,202             769,917
    Raw materials                                   2,165,861           2,621,566
  Prepaid expenses and other assets                   142,898             131,166
  Future income tax benefits                        2,161,578           2,108,578
                                                  -----------         -----------

TOTAL CURRENT ASSETS                               18,404,576          20,895,373
                                                  -----------         -----------

PROPERTY AND EQUIPMENT
  Land and improvements                               648,858             648,266
  Buildings                                         4,321,140           4,045,784
  Machinery and equipment                          17,139,210          16,061,415
                                                  -----------         -----------

                                                   22,109,208          20,755,465
  Less accumulated depreciation                    13,961,282          12,902,944
                                                  -----------         -----------

NET PROPERTY AND EQUIPMENT                          8,147,926           7,852,521
                                                  -----------         -----------

INTANGIBLE PENSION ASSET                            1,222,783           1,222,783
                                                  -----------         -----------


                                      -4-
<PAGE>     5
FUTURE INCOME TAX BENEFITS                          6,547,834           6,548,202
                                                  -----------         -----------

OTHER ASSETS                                        1,034,750           1,028,689
                                                  -----------         -----------

                                                  $35,357,869         $37,547,568
                                                  ===========         ===========
</TABLE>









































                                      -5-
<PAGE>     6
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

                   Condensed Consolidated Balance Sheets
                    ==================================
<CAPTION>
                                                 SEPTEMBER 30,        DECEMBER 31,
                                                     1996                 1995
                                                 -------------        ------------
<S>                                              <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable to banks                          $ 2,800,000         $ 1,500,000
  Accounts payable                                    973,638           2,487,870
  Accruals:
      Compensation                                    300,987             384,909
      Pension plan contribution                       172,439             659,387
      Taxes other than income                         285,944             204,992
      Miscellaneous                                   238,350             459,719
  Current portion of postretirement 
      benefit obligation                            1,541,126           1,541,126
  Current maturities of 
      long-term debt                                1,560,500           1,560,500
                                                  -----------         -----------

TOTAL CURRENT LIABILITIES                           7,872,984           8,798,503

LONG-TERM DEBT,
  less current maturities                           2,393,750           3,490,625

PENSION AND DEFERRED COMPENSATION
  OBLIGATIONS, less current portion                 4,440,028           4,457,614

POSTRETIREMENT BENEFIT OBLIGATION,
  less current portion                             15,665,920          15,575,848
                                                  -----------         -----------

TOTAL LIABILITIES                                  30,372,682          32,322,590
                                                  -----------         -----------










                                      -6-
<PAGE>     7
STOCKHOLDERS' EQUITY
  Preferred stock, $2 par value,
      authorized and unissued
      500,000 shares                                        -                   -
  Common stock, $2 par value, 
      1,750,000 shares authorized;
      390,473 and 388,813 
      shares issued and outstanding                   780,946             777,626
  Additional paid-in capital                          151,475             119,318
  Retained earnings                                 6,573,038           6,854,865
  Cumulative foreign currency 
      translation adjustment                         (593,842)           (600,401)
  Pension liability adjustment                     (1,926,430)         (1,926,430)
                                                  -----------         -----------

TOTAL STOCKHOLDERS' EQUITY                          4,985,187           5,224,978
                                                  -----------         -----------

                                                  $35,357,869         $37,547,568
                                                  ===========         ===========
</TABLE>
See accompanying independent accountants' review report and notes to
condensed consolidated financial statements.



























                                      -7-
<PAGE>     8
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

              Condensed Consolidated Statements of Operations
                    ==================================
<CAPTION>

                                            THREE MONTHS ENDED                 NINE MONTHS ENDED
                                            ------------------                 ----------------
September 30,                              1996             1995             1996             1995
                                           ----             ----             ----             ----
<S>                                    <C>             <C>              <C>              <C>
NET SALES                               $9,120,821      $17,369,464      $31,262,856      $52,458,346
COST OF SALES                            6,616,002       14,646,262       22,872,877       41,963,113
                                        ----------      -----------      -----------      -----------
Gross profit                             2,504,819        2,723,202        8,389,979       10,495,233

EXPENSES
  Advertising                               79,008          586,668          294,893        1,190,931
  Selling                                  819,908        1,643,029        2,786,198        4,797,397
  General and administrative             1,525,744        2,457,436        4,980,642        6,739,567
  Interest, net                            133,030          178,770          304,473          659,059
  Loss on sale of filter
    operations (Note 6)                          -           67,254                -           67,254
  Non-recurring relocation
    costs (Note 6)                               -                -          468,422                -
  Other, net (Note 5)                       11,550           60,086         (194,388)          80,468
                                        ----------      -----------      -----------      -----------

Total expenses                           2,569,240        4,993,243        8,640,240       13,534,676
                                        ----------      -----------      -----------      -----------

Loss before
  income tax benefit                       (64,421)      (2,270,041)        (250,261)      (3,039,443)
                                        ----------      -----------      -----------      -----------

INCOME TAX BENEFIT                         (10,000)        (283,785)         (85,000)        (558,785)
                                        ----------      -----------      -----------      -----------

NET LOSS                                   (54,421)      (1,986,256)        (165,261)      (2,480,658)
                                        ----------      -----------      -----------      -----------

NET LOSS PER SHARE
  OF COMMON STOCK                       $     (.14)     $     (5.11)     $      (.42)     $     (6.38)






                                        -8-
<PAGE>     9
AVERAGE SHARES OF
  COMMON STOCK OUTSTANDING                 390,473          388,668          389,695          388,668

DIVIDENDS PER SHARE
  OF COMMON STOCK                       $      .10      $       .10      $       .30      $       .30
</TABLE>

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









































                                      -9-
<PAGE>     10
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

              Condensed Consolidated Statements of Cash Flows
                    ==================================
<CAPTION>
Nine months ended September 30,                     1996                1995
                                                -----------         ------------
<S>                                            <C>                 <C>
OPERATING ACTIVITIES
  Net loss                                      $  (165,261)        $(2,480,658)
  Adjustments to reconcile net 
     loss to net cash from
     (for) operating activities:
     Depreciation                                 1,045,507           1,412,798
     Loss on sale of filter operations                    -              67,254
     Gain on sale of property
       and equipment                                   (588)               (900)
     Change in postretirement
       benefit obligation                            90,072               2,872
     Changes in operating
       assets and liabilities:
       Accounts receivable                        1,417,838           2,594,538
       Inventories                                   (7,229)         (1,637,189)
       Prepaid expenses and other
          current assets                            (11,641)              8,515
       Future income tax benefits and
          refundable income taxes                    73,613            (362,199)
       Other assets                                  25,667              69,277
       Accounts payable and accruals             (2,208,747)         (1,357,274)
                                                -----------         -----------

Net cash from (for) operating activities            259,231          (1,682,966)
                                                -----------         -----------

INVESTING ACTIVITIES
  Capital expenditures                           (1,337,519)         (1,311,305)
  Proceeds from sale of filter
     operations, net of
     related expenses paid                                -          13,647,443
  Proceeds from sale of property
     and equipment                                    1,000                 900
  Investment of proceeds from
     filter sale escrow                             (31,851)                  -
                                                -----------         -----------

Net cash from (for) investing
  activities                                     (1,368,370)         12,337,038
                                                -----------         -----------
</TABLE>
                                      -10-
<PAGE>     11
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

              Condensed Consolidated Statements of Cash Flows
                    ==================================
<CAPTION>

Nine months ended September 30,                          1996                 1995
                                                      -----------        -------------
<S>                                                  <C>                <C>
FINANCING ACTIVITIES
  Proceeds from issuance of notes
     payable to banks                                   7,900,000          18,874,460
  Principal payments on notes 
     payable to banks                                  (6,600,000)        (24,438,200)
  Principal payments on long-term debt                 (1,096,875)         (2,585,950)
  Dividends paid                                         (117,105)           (116,600)
                                                      -----------        ------------

Net cash from (for) financing activities                   86,020          (8,266,290)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                   (43,845)              2,873
                                                      -----------        ------------

NET INCREASE (DECREASE) IN CASH                        (1,066,964)          2,390,655

CASH, beginning of period                               1,909,506             485,034
                                                      -----------        ------------

CASH, end of period                                   $   842,542        $  2,875,689
                                                      ===========        ============



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
     Interest                                         $   293,467        $    803,005
     Income taxes, net of refunds                           4,880            (222,077)
</TABLE>

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








                                      -11-
<PAGE>     12
              Hastings Manufacturing Company and Subsidiaries

           Notes to Condensed Consolidated Financial Statements
                    ==================================

NOTE 1  In the opinion of the management of Hastings Manufacturing Company
        and subsidiaries (Company), the accompanying unaudited condensed
        consolidated financial statements include all normal recurring
        adjustments considered necessary to present fairly the financial
        position as of September 30, 1996, and the results of operations
        and cash flows for the three months and nine months ended
        September 30, 1996 and 1995.

        Certain 1995 amounts have been reclassified to conform to the 1996
        presentation.

NOTE 2  The results of operations for the nine months ended September 30,
        1996, are not necessarily indicative of the results for all of
        1996.

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 subsidiaries.  All
        significant intercompany balances, transactions and stockholdings
        have been eliminated.

        The accompanying consolidated financial statements are condensed
        and do not contain all of the information and footnote disclosures
        required by generally accepted accounting principles for complete
        financial statements.

NOTE 5  Under the terms of a debt agreement, the Company is subject to
        specific limitations and restrictions pertaining to working
        capital, net worth, dividends, etc.  The Company has obtained a
        waiver from the bank for its noncompliance with the working
        capital restriction.

        On March 13, 1996, the Company terminated its interest rate swap
        agreement with a commercial bank.  This agreement, having a
        notional principal amount at the time of termination of
        $6,487,500, effectively limited the Company's interest rate
        exposure to a fixed rate of 6.92% on its floating rate borrowings.
        At termination, the Company received $204,500 from the bank as a
        result of favorable interest rates.  This amount is included in
        other, net expenses in the accompanying 1996 condensed
        consolidated statement of operations.

                                      -12-
<PAGE>     13
        At the same time, in order to continue to limit its interest rate
        exposure, the Company entered into an interest rate collar
        agreement with a current notional principal amount of $3 million.
        This agreement provides for a cap rate on floating rate borrowings
        of 8.25% and a related floor rate of 6.75%.

NOTE 6  As disclosed in Note 2 to the Company's consolidated financial
        statements included in its 1995 Annual Report on Form 10-K,
        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 and CLARCOR also
        entered into a Transition Agreement on that date whereby the
        Company manufactured and supplied certain filters and filter
        component parts to CLARCOR through a transition period, which was
        completed during the third quarter of 1996.  The Transition
        Agreement also provides for the reimbursement to the Company of
        certain administrative costs directly related to the manufacture
        and supply of filters and filter components to CLARCOR.

        Total filter-related assets were as follows:

<TABLE>
<CAPTION>
                                         SEPTEMBER 30,     DECEMBER 31,
                                             1996             1995
                                         -------------     ------------
<S>    <C>                                 <C>            <C>
        Accounts receivable                 $52,000        $  765,000
        Inventory                                 -         1,458,000
                                            -------        ----------

                                            $52,000        $2,223,000
                                            =======        ==========
</TABLE>

        In September 1995, a total of $720,400 in employee severance
        benefits were accrued and expensed relating to the sale.  Through
        September 30, 1996, the entire amount has been paid ($146,900
        during the three months ended December 31, 1995, and $350,500 and
        $573,500 during the three and nine months ended September 30,
        1996, respectively).

        Expense reimbursement for the period September 4, 1995, through
        September 30, 1995, included in net sales, amounted to $357,000
        and for the three and nine months ended September 30, 1996,
        amounted to $10,900 and $776,800, respectively.




                                      -13-
<PAGE>     14
        Sales, exclusive of the above expense reimbursement, and estimated
        operating profit (loss) amounts for filter operations were
        approximately as follows:

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED                NINE MONTHS ENDED
                                        ------------------                -----------------
        September 30,                  1996            1995             1996              1995
                                       ----            ----             ----              ----
<S>    <C>                          <C>           <C>               <C>              <C>
        Sales                        $879,000      $ 7,803,000       $5,785,000       $25,458,000
        Estimated operating
          profit (loss)                87,000       (1,716,000)         698,000        (2,820,000)
</TABLE>

        In conjunction with the sale of its filter operations, the Company
        relocated its piston ring packaging operations from its former
        Knoxville, Tennessee facility to its Hastings, Michigan facility
        in 1996. The relocation and associated training costs are non-
        recurring in nature.  While these costs are directly related to
        the 1995 sale of filter operations and the restructuring of the
        Company's remaining operations, they were expensed as incurred in
        1996 as required by recently issued accounting standards.  These
        costs, all of which were incurred during the first and second
        quarters, totaled $468,422.

        The Transition Agreement with CLARCOR also included certain
        provisions for the continued distribution of filter products
        through the Company's Canadian subsidiary, at the discretion of
        CLARCOR.  In early November 1996, the Company received
        notification from CLARCOR that this arrangement will be
        terminated on December 31, 1996.  Management is currently
        evaluating the Canadian operating alternatives in light of that
        notification.















                                      -14-
<PAGE>     15
              Hastings Manufacturing Company and Subsidiaries

            Review by Independent Certified Public Accountants
                    ==================================



The September 30, 1996 and 1995, 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.







































                                      -15-
<PAGE>     16
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

As disclosed in the Company's September 30, 1995 and December 31, 1995
filings, and as further updated in Note 6 to the condensed consolidated
financial statements, the Company sold its filter operations and assets
effective September 3, 1995.  Under the terms of a Transition Agreement
associated with this sale, results from certain filter operations continued
to impact the Company's financial results through the third quarter of 1996.
The more significant provisions of the Transition Agreement related to the
domestic manufacture and supply of certain filters and filter component
parts, which were completed during the third quarter of 1996.  The
Transition Agreement also included provisions for the continued distribution
of filter products through the Company's Canadian subsidiary, at the discretion
of the buyer.  In early November 1996, the Company received notification from
the buyer that this arrangement will be terminated on December 31, 1996.
Management is currently evaluating the Canadian operating alternatives in
light of that notification.  The related effects on operations of the
September 3, 1995 filter operations sale are noted in greater detail within
the various categories below.

RESULTS OF OPERATIONS

NET SALES

Net sales in the third quarter of 1996 decreased $8,248,643, or 47.5% from
$17,369,464 in the third quarter of 1995 to $9,120,821.  Net sales for the
nine-month period ended September 30, 1996, decreased $21,195,490, or 40.4%
from $52,458,346 in 1995 to $31,262,856 in 1996.  As disclosed in Note 6, the
sales volume from filter operations declined from $25,458,000 in the first nine
months of 1995 to $5,785,000 thus far this year.  Net sales from the remaining
product lines have experienced a decline of $1,522,000 through the first nine
months of this year.  The export piston ring volume is down considerably in
1996, reflecting lower export sales and an internal inventory reduction effort
on the part of the Company's primary export representative.  In addition, the
Company was more selective in its commitment to certain export markets due to
pricing issues. For future years, the Company intends to broaden its export
sales base to minimize the annual fluctuations of this sales segment.  In
contrast to the decreased 1996 export activity, the Company continued to
generate higher volumes within its traditional distributor, original equipment
and private brand piston ring markets.  These gains have been attained from a
targeted sales effort following the sale of the filter operations and a
restoration to an acceptable order fill position following the Company's
soft performance through much of 1995.  Sales of the Company's additives
product line, however, remained soft through the 1996 nine-month period.
The Company hopes that a recently implemented marketing campaign will
strengthen this sales base in 1997.  Though not a significant contributor
to the net sales total, the additives line generates a favorable gross margin
level.

                                      -16-
<PAGE>     17
Net sales in the third quarter of 1995 decreased $656,645, or 3.6%, from the
third quarter of 1994 and declined $2,646,124 in the first nine months of 1995
from the same period in 1994.  These declines resulted from the inclusion in
1994 of proceeds from the sale of technology and equipment to a foreign
customer, the Company's inability to meet total customer demands due to
inventory shortages and the sale of the filter operations as of September 3,
1995.

COST OF SALES AND GROSS PROFIT

Reflecting the net sales declines, the cost of sales during the third quarter
of 1996 decreased $8,030,260, or 54.8%, from $14,646,262 in the third quarter
of 1995 to $6,616,002.  For the nine-month period in 1996, cost of sales
declined $19,090,236, or 45.5% from $41,963,113 to $22,872,877.  The 1995 third
quarter and nine-month cost of sales, reported as $13,346,262 and $38,163,113,
respectively, in the September 30, 1995 Form 10-Q/A, have been restated to
reflect the reclassification of various operating expenses into cost of sales
that took effect January 1, 1996. Those expenses included the group health care
costs associated with production personnel and distribution costs associated
with product handling and shipping.

The gross profit margin for the three- and nine-month periods ended September
30, 1996, were 27.5% and 26.8%, respectively, an improvement over the margins
of 15.7% and 20.0% in the prior year periods.  This improvement resulted from
the September 1995 filter operations sale, as margins on other product lines
have traditionally been higher than those generated from filter operations.
The 1996 third quarter results were also favorably impacted by the final LIFO
reserve decline associated with the elimination of filter inventories.  The
cost components--materials, labor and overhead--of the remaining product
lines have incurred minimal cost increases causing some pressure upon the
gross profit performance.

The previously reported 1995 third quarter and nine-month gross profit results
weakened from the comparative periods in 1994.  The 1994 periods were favorably
impacted by the margin realized on the technology and equipment sale.  In
addition, the 1995 results were unfavorably impacted by higher direct labor
costs and overhead charges reflecting, in part, significant overtime costs as
the Company attempted to attain an improved order fill level.

EXPENSES

Total expenses during the third quarter of 1996, excluding net interest,
decreased $2,378,263 or 49.4%, from $4,814,473 for the third quarter of 1995
to $2,436,210. For the 1996 nine-month period, these expenses decreased
$4,539,850, or 35.3%, from $12,875,617 to $8,335,767.  Again, the filter
operations sale was the primary factor for the decline as the Company reduced
or eliminated various programs and personnel relative to the refocused
operations.  Advertising expenses declined $507,660 and $896,038 for the
three- and nine-month periods, respectively, reflecting the absence of all

                                      -17-
<PAGE>     18
filter-related materials combined with lower support personnel costs and
reduced cooperative advertising exposure.  Selling expenses declined $823,121
and $2,011,199, respectively, reflecting lower field staff and support
personnel levels combined with a reduction in the various sales promotion
efforts previously associated with the filter operations.  General and
administrative expenses declined $931,692 and $1,758,925, respectively,
which mainly resulted from lower support personnel levels as well as an
overall reduction in most of the office support expenses.  The "Other-net"
expense category reflects a "net income" position for the first nine months
of 1996.  As disclosed in Note 5, this represents a gain of $204,500 in
March of this year from the termination of an interest rate swap agreement.
As discussed in Note 6, the Company incurred $468,422 of non-recurring costs
during the first half for 1996 relating to the relocation of its piston ring
packaging operations from its former Knoxville, Tennessee facility to its
Hastings, Michigan facility.  These costs are reflected on a separate line
in the accompanying 1996 condensed consolidated statements of operations.
While these costs are directly related to the 1995 sale of filter operations
and the restructuring of the Company's remaining operations, they were
expensed as incurred in 1996 as required by recently issued accounting
standards.

INTEREST, NET

Net interest during the first nine months of 1996 decreased $354,586 or 53.8%
from the first nine months of 1995.  Following the sale of the filter
operations, various short-term and long-term debt obligations were liquidated.
While some debt balances remain in place, certain invested funds, dedicated
to planned capacity improvements (as discussed in the following section),
remain on hand as well.  The net impact of these lower net borrowings and
earnings on the invested funds resulted in the favorable reduction.  Net
interest expense increased in the third quarter of 1996 from the second
quarter of this year, reflecting higher average short-term borrowings in
support of higher inventory levels.

LIQUIDITY AND CAPITAL RESOURCES

During the first nine months of 1996, the Company generated net cash of
$259,321 from operating activities.  Cash flow adjustments from depreciation
and reduced accounts receivable in support of the restructured organization
were sufficient to offset the reduction of trade accounts payable and
miscellaneous accruals. The accounts payable and accruals reductions reflect
activity in the first quarter of 1996 related to scheduled payments to vendors
and the liquidation of accruals from year-end activities.

During the first nine months of 1995, the Company used net cash of $1,682,966
in operations due primarily 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 items, and decreases
in accounts payable and accrued liabilities.  The accounts receivable reduction

                                      -18-
<PAGE>     19
resulted from reduced filter sales subsequent to the sale of filter operations
in early September, 1995.

During the first nine months of 1996, the Company invested $1,337,519 in
capital expenditures.  This included new equipment to enhance production
capabilities within the existing facilities and to upgrade sections of those
facilities in support of the relocation of product inventories and shipping
to Hastings, Michigan.  The Company now anticipates that the full year 1996
capital outlays will slightly trail the 1995 total of $2,055,000. Certain
funds resulting from the filter operations sale continue to be targeted for
most of that remaining outlay.  The proposed capital outlay, target for 1997
is less than half the estimated 1996 outlay as production capacities should
exceed demand through that period.

The generation of net cash from operating activities in the third quarter of
1996 helped to reverse the net cash decline posted through June of this year.
Only minimal use of additional short-term borrowings was necessary as the
Company increased its total capital outlay through the third quarter and
further reduced its long-term obligations through scheduled debt payments.
As of September 30, 1996, the Company had available approximately $3.5 million
of unused capacity under its short-term lines of credit. Having now fully
absorbed the balance of the relocation costs and any ancillary costs
associated with the filter sale transition period, the Company believes
that current operating activities, combined with those funds targeted for
capacity enhancements, will be sufficient to meet its working capital,
capital expenditure and dividend requirements throughout the coming year.
























                                      -19-
<PAGE>     20
                        PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBIT.  The following document is filed as an exhibit to this
report on Form 10-Q:

          EXHIBIT
          NUMBER              DOCUMENT

            27            Financial Data Schedule

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K have been filed
during the quarter for which this report is filed.




































                                      -20-
<PAGE>     21
                                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.


                                   HASTINGS MANUFACTURING COMPANY



Date: November 14, 1996            By: /S/ MONTY C. BENNETT
                                       Monty C. Bennett
                                       Its Vice President, Employee
                                       Relations, Secretary and Director


Date: November 14, 1996            By: /S/ THOMAS J. BELLGRAPH
                                       Thomas J. Bellgraph
                                       Its Vice President, Finance






























                                      -21-
<PAGE>     22
                               EXHIBIT INDEX


          EXHIBIT
          NUMBER              DOCUMENT

            27           Financial Data Schedule











































                                      -22-

<TABLE> <S> <C>

<ARTICLE>                                                                 5
<LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
          FROM THE HASTINGS MANUFACTURING COMPANY AND SUBSIDIARIES FORM
          10-Q FOR THE NINE MONTHS ENDED SEPTMEBER 30, 1996, 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-31-1996
<PERIOD-START>                                                  JAN-01-1996
<PERIOD-END>                                                    SEP-30-1996
<CASH>                                                              842,542
<SECURITIES>                                                              0
<RECEIVABLES>                                                     5,168,352
<ALLOWANCES>                                                        435,000
<INVENTORY>                                                       9,989,930
<CURRENT-ASSETS>                                                 18,404,576
<PP&E>                                                           22,109,208
<DEPRECIATION>                                                   13,961,282
<TOTAL-ASSETS>                                                   35,357,869
<CURRENT-LIABILITIES>                                             7,872,984
<BONDS>                                                           3,954,250
<COMMON>                                                            780,946
                                                     0
                                                               0
<OTHER-SE>                                                        4,204,241
<TOTAL-LIABILITY-AND-EQUITY>                                     35,357,869
<SALES>                                                          31,262,856
<TOTAL-REVENUES>                                                 31,262,856
<CGS>                                                            22,872,877
<TOTAL-COSTS>                                                    22,872,877
<OTHER-EXPENSES>                                                          0
<LOSS-PROVISION>                                                    128,000
<INTEREST-EXPENSE>                                                  304,473
<INCOME-PRETAX>                                                   (250,261)
<INCOME-TAX>                                                       (85,000)
<INCOME-CONTINUING>                                               (165,261)
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                      (165,261)
<EPS-PRIMARY>                                                         (.42)
<EPS-DILUTED>                                                         (.42)
        


</TABLE>


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