HASTINGS MANUFACTURING CO
10-Q, 1996-08-14
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
                 JUNE 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                      AUGUST 2, 1996
<S>      <C>                                   <C>
          Common stock, $2 par value            390,473 shares
</TABLE>

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




              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 -
               June 30, 1996 and December 31, 1995                        4-5

          Condensed Consolidated Statements of Operations -
               Three Months and Six Months Ended
               June 30, 1996 and 1995                                       6

          Condensed Consolidated Statements of Cash Flows -
               Six Months Ended June 30, 1996 and 1995                      7

          Notes to Condensed Consolidated Financial
               Statements                                                 8-9

     Item 2 - Management's Discussion and Analysis of Financial
            Condition and Results of Operations                         10-13

          Review by Independent Certified Public Accountants               14


PART II - OTHER INFORMATION

     Item 4 - Submission of Matters to a Vote of Security-Holders          15

     Item 6 - Exhibits and Reports on Form 8-K                             15















                                      -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 June 30, 1996, and
the related condensed consolidated statements of operations and cash flows
for the three-month and six-month periods ended June 30, 1996 and 1995,
included in the accompanying Securities and Exchange Commission Form 10-Q
for the period ended June 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
August 2, 1996



                                      -3-
                      PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
              Hastings Manufacturing Company and Subsidiaries

                   Condensed Consolidated Balance Sheets
                  ______________________________________
<CAPTION>
                                                   JUNE 30,             DECEMBER 31,
                                                     1996                  1995
<S>                                              <C>                  <C>
ASSETS

CURRENT ASSETS
  Cash                                            $   572,434          $ 1,909,506
  Accounts receivable, less allowance
    for possible losses of $410,000
    and $225,000                                    5,966,246            6,584,392
  Refundable income taxes                              71,150              226,037
  Inventories:
    Finished products                               7,322,524            6,544,211
    Work in process                                   608,638              769,917
    Raw materials                                   2,193,679            2,621,566
  Prepaid expenses and other assets                    56,516              131,166
  Future income tax benefits                        2,161,578            2,108,578

TOTAL CURRENT ASSETS                               18,952,765           20,895,373

PROPERTY AND EQUIPMENT
  Land and improvements                               648,266              648,266
  Buildings                                         4,261,237            4,045,784
  Machinery and equipment                          16,919,849           16,061,415

                                                   21,829,352           20,755,465
  Less accumulated depreciation                    13,607,218           12,902,944

NET PROPERTY AND EQUIPMENT                          8,222,134            7,852,521

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

FUTURE INCOME TAX BENEFITS                          6,548,202            6,548,202

OTHER ASSETS                                        1,058,602            1,028,689

                                                  $36,004,486          $37,547,568
</TABLE>



                                      -4-
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

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

CURRENT LIABILITIES
  Notes payable to banks                            $ 2,500,000          $ 1,500,000
  Accounts payable                                      568,593            2,487,870
  Accruals:
      Compensation                                      345,565              384,909
      Pension plan contribution                         719,666              659,387
      Taxes other than income                           302,603              204,992
      Miscellaneous                                     459,861              459,719
  Current portion of postretirement
      benefit obligation                              1,491,126            1,541,126
  Current maturities of
      long-term debt                                  1,560,500            1,560,500

TOTAL CURRENT LIABILITIES                             7,947,914            8,798,503

LONG-TERM DEBT,
  less current maturities                             2,759,375            3,490,625

PENSION AND DEFERRED COMPENSATION
  OBLIGATIONS, less current portion                   4,446,007            4,457,614

POSTRETIREMENT BENEFIT OBLIGATION,
  less current portion                               15,778,655           15,575,848

TOTAL LIABILITIES                                    30,931,951           32,322,590

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





                                      -5-
  Retained earnings                                   6,666,550            6,854,865
  Cumulative foreign currency
      translation adjustment                           (600,006)            (600,401)
  Pension liability adjustment                       (1,926,430)          (1,926,430)

TOTAL STOCKHOLDERS' EQUITY                            5,072,535            5,224,978

                                                    $36,004,486          $37,547,568
</TABLE>

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







































                                      -6-
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

              Condensed Consolidated Statements of Operations
                 _________________________________________
<CAPTION>

                                                 THREE MONTHS ENDED,                    SIX MONTHS ENDED,
June 30,                                       1996               1995               1996               1995
<S>                                       <C>                <C>                <C>                <C>
NET SALES                                  $10,777,623        $18,754,159        $22,142,035        $35,088,882
COST OF SALES                                7,953,961         14,812,820         16,256,875         27,316,851
Gross profit                                 2,823,662          3,941,339          5,885,160          7,772,031

EXPENSES
  Advertising                                  113,911            300,688            215,885            604,263
  Selling                                      984,658          1,611,493          1,966,290          3,154,368
  General and administrative                 1,661,837          2,138,893          3,454,898          4,282,131
  Interest, net                                105,327            239,239            171,443            480,289
  Other, net (Note 5)                             (460)            23,106           (205,938)            20,382
  Non-recurring relocation
    costs (Note 6)                             387,392                  -            468,422                  -

Total expenses                               3,252,665          4,313,419          6,071,000          8,541,433

Loss before
  income tax benefit                          (429,003)          (372,080)          (185,840)          (769,402)

INCOME TAX BENEFIT                            (159,000)          (128,000)           (75,000)          (275,000)

NET LOSS                                   $  (270,003)       $  (244,080)       $  (110,840)       $  (494,402)

NET LOSS PER SHARE
  OF COMMON STOCK                          $      (.69)       $      (.63)       $      (.28)       $     (1.27)

AVERAGE SHARES OF
  COMMON STOCK OUTSTANDING                     389,798            388,668            389,308            388,668

DIVIDENDS PER SHARE
  OF COMMON STOCK                          $       .10        $       .10        $       .20        $       .20
</TABLE>

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







                                      -7-
<TABLE>
              Hastings Manufacturing Company and Subsidiaries

              Condensed Consolidated Statements of Cash Flows
                 ________________________________________
<CAPTION>

Six months ended June 30,                                 1996                   1995
<S>                                                  <C>                   <C>
OPERATING ACTIVITIES
  Net loss                                            $  (110,840)          $   (494,402)
  Adjustments to reconcile net
     loss to net cash from
     (for) operating activities:
     Depreciation                                         693,582              1,062,755
     Deferred income taxes                                (53,000)                     -
     Gain on sale of property
       and equipment                                         (588)                  (900)
     Change in postretirement
       benefit obligation                                 152,807                (87,951)
     Changes in operating
       assets and liabilities:
       Accounts receivable                                618,476              1,482,341
       Inventories                                       (189,110)              (265,164)
       Prepaid expenses and other
          current assets                                   74,668                  3,103
       Refundable income taxes                            154,637                (79,724)
       Other assets                                       (12,304)                16,437
       Accounts payable and accruals                   (1,777,055)            (1,005,317)

Net cash from (for) operating activities                 (448,727)               631,178

INVESTING ACTIVITIES
  Capital expenditures                                 (1,061,896)              (889,834)
  Proceeds from sale of property
     and equipment                                          1,000                    900
  Investment of proceeds from
     filter sale escrow                                   (17,713)                     -

Net cash for investing activities                      (1,078,609)              (888,934)

FINANCING ACTIVITIES
  Proceeds from issuance of notes
     payable to banks                                   5,900,000             12,546,065
  Principal payments on notes
     payable to banks                                  (4,900,000)           (11,317,975)
  Principal payments on long-term debt                   (731,250)              (858,145)
  Dividends paid                                          (78,014)               (77,734)



                                      -8-
Net cash from financing activities                        190,736                292,211

EFFECT OF EXCHANGE RATE CHANGES ON CASH                      (472)                 2,009

NET INCREASE (DECREASE) IN CASH                        (1,337,072)                36,464

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

CASH, end of period                                   $   572,434           $    521,498


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
     Interest                                         $   178,914           $    547,593
     Income taxes, net of refunds                           2,812               (194,883)
</TABLE>

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
































                                      -9-
              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 (the "Company"), the accompanying unaudited
        condensed consolidated financial statements include all normal
        recurring adjustments considered necessary to present fairly the
        financial position as of June 30, 1996, and the results of
        operations and cash flows for the three months and six months
        ended June 30, 1996 and 1995.

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

NOTE 2  The results of operations for the six months ended June 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 Hastings Manufacturing 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.

        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.





                                      -10-
        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 continues to manufacture and supply certain filters and
        filter component parts to CLARCOR through a transition period,
        which is expected to be completed by mid-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>
                                           JUNE 30,         DECEMBER 31,
                                             1996              1995
<S>    <C>                               <C>               <C>
        Accounts receivable               $1,026,000        $  765,000
        Inventory                            303,700         1,458,000

                                          $1,329,700        $2,223,000
</TABLE>

        Of the total $720,400 employee severance benefits accrued and
        expensed relating to the sale, $369,900 was paid through June 30,
        1996 ($147,800 and $223,000 were paid during the three and six
        months ended June 30, 1996, respectively).

        Expense reimbursement for the three and six months ended June 30,
        1996, included in net sales, amounted to $292,300 and $765,900,
        respectively.

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







                                      -11-
<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED                        SIX MONTHS ENDED
        June 30,                       1996                1995                1996                 1995
<S>    <C>                         <C>                 <C>                 <C>                 <C>
        Sales                       $2,178,000          $9,313,000          $4,906,000          $17,655,000
        Estimated operating
          profit (loss)                314,000            (587,000)            611,000           (1,104,000)
</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 totaled $468,422 for the six months ended June 30, 1996.  Of
        this amount, $81,030 and $387,392 were incurred in the first and
        second quarters, respectively.






























                                      -12-
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 accompanying 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 that sale, results from certain filter operations
continue to impact the Company's financial results.  Those items are noted
in greater detail within the various subheadings below.

NET SALES

Net sales in the second quarter of 1996 declined $7,976,536, or 42.5%, from
$18,754,159 in the second quarter of 1995 to $10,777,623.  Net sales for
the first half of 1996 have declined $12,946,847 or 36.9% from $35,088,882
in the first half of 1995 to $22,142,035.  As disclosed in Note 6, sales
volume from filter operations declined from $17,655,000 in the first half
of 1995 to $4,906,000 thus far this year.  As such, net sales from the
remaining product lines have experienced a decline of $198,000 through the
first half of the year.  The Company continues to experience higher volume
within its distributor, original equipment and private brand piston ring
market.  The distributor increase reflects new account activity as the
Company continues to gain market share following the sale of its filter
operations.  This gain has been accomplished despite a general softness in
the domestic aftermarket piston ring industry.  The private brand
improvement reflects the phasing in of several new accounts since mid-1995.
Following efforts to re-establish an acceptable inventory position, the
1996 piston ring results have been further supported by a strong order fill
level.  The export piston ring volume is down in 1996 reflecting lower
projected export sales and an internal inventory reduction on the part of
the Company's primary export representative.  For future years, the Company
anticipates broadening its export sales base in an attempt to minimize the
annual fluctuations of this sales segment.  Sales of the Company's additive
products also declined through the first half of 1996 following the loss of
a primary retail customer in late 1995.  Though not a significant
contributor to the net sales total, the additives line generates a
favorable gross margin level.  The combination of softer export piston ring
and additives sales in the second quarter offset the gain attained in the
distributor, original equipment and private brand markets.

Net sales in the second quarter of 1995 declined $1,394,719, or 6.9%, from
the second quarter of 1994 and declined $1,989,479 in the first half of
1995 from the first half of 1994.  The decline primarily resulted from the
inclusion in 1994 of proceeds from the sale of technology and equipment to
a foreign customer and the Company's inability to meet total customer
demands during the first half of 1995 due to inventory shortages.




                                      -13-
COST OF SALES AND GROSS PROFIT

Cost of sales during the second quarter of 1996 decreased $6,858,859, or
46.3%, from $14,812,820 in the second quarter of 1995 to $7,953,961.  For
the first half of 1996, cost of sales decreased by $11,059,976, or 40.5%,
from $27,316,851 to $16,256,875.  The 1995 second quarter and first half
cost of sales, reported as $13,512,820 and $24,816,851, respectively in the
June 30, 1995 Form 10-Q, have been restated to reflect the reclassification
of various operating expenses into cost of sales as in the first quarter of
1996. Those expenses included the group health care costs associated with
production personnel and distribution costs associated with product
handling and shipping.  The corresponding gross profit margin results are
higher for each of the comparative 1996 periods.  Again, the primary
contributor to that relationship is the significant reduction of filter
volume in the current year.  Consistent with the first quarter's results,
the cost components of material, labor and overhead have held steady
through the past year with only minimal impact upon the gross profit
results.  The second quarter of 1996 was, however, favorably impacted by a
reduction in the LIFO inventory reserve as the remaining filter inventory
owned by the Company was reduced.  The Company anticipates that this filter
inventory reduction, with a corresponding LIFO reserve decline, will be
completed during the third quarter of 1996.  The final quarter of 1996 will
be the initial quarter of full post-sale results.

The previously reported 1995 second quarter and six month gross profit
results weakened from the comparative periods in 1994.  The 1994 periods
had been 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 higher overhead charges reflecting, in part,
overtime costs as the Company attempted to attain an improved order fill
performance.

EXPENSE

Total expenses during the second quarter of 1996, excluding net interest,
decreased $926,842, or 22.7% from $4,074,180 for the second quarter of 1996
to $3,147,338.  For the 1996 six-month period, these expenses decreased
$2,161,587, or 26.8%, from $8,061,144 to $5,899,557.  Again, the filter
operations sale is the primary factor in these relationships as the Company
scaled back various programs and personnel relative to refocused
operations.  Advertising expenses reflect the absence of all filter related
materials combined with lower support personnel costs and reduced
cooperative advertising programs.  Selling expenses also continue to
reflect lower comparative sales staff costs combined with the elimination
of inventory conversion costs as previously used within the filter markets.
General and administrative expenses reflect lower support personnel levels
combined with an overall reduction in most of the office support expenses.
As discussed in Note 6, certain support costs, primarily included in
general and administrative expenses, have continued through the filter


                                      -14-
transition period.  Those items are billed back to the purchaser on a
monthly basis.  The Other, net expenses category reflects a net income
position for the first and second quarters of 1996.  The 1995 results
reflect the impact of several minor factors.  As discussed in Note 5, the
year-to-date 1996 comparative period results reflect 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 six months of 1996 ($387,392 in the second quarter)
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 statement of operations due to their non-recurring
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 accounting standards.

INTEREST, NET

Net interest during the first half of 1996 decreased $308,846, or 64.3%,
from the first half 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, 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 second
quarter of 1996 from the first quarter of this year reflecting, in part,
higher short-term borrowings in support of higher inventories and the
product relocation outlays.

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 sale of the Company's filter product line assets and
operations in September 1995 had, however, a significant impact upon
relationships 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 growth and operating needs.

During the first half of 1996, the Company applied net cash of $448,727 to
operating activities.  Cash flow adjustments related to depreciation and
the reduced accounts receivable level relative to the lower sales volume
were offset by the reduction of trade accounts payable and miscellaneous




                                      -15-
accruals.  This reduction reflects 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 half of 1995, the Company generated net cash of $631,178
from operating activities.  The 1995 results reflect the cash flow
adjustment for depreciation combined with reduced accounts receivable
offset, in part, by higher inventories and decreased payables and accruals.

During the first half of 1996, the Company invested $1,061,896 in capital
expenditures.  This included new equipment to expand production
capabilities within the existing facilities and to upgrade sections of
those existing facilities relative to the relocation of product inventories
and shipping to Hastings, Michigan.  The Company anticipates that the full
year 1996 capital expenditures will slightly exceed the 1995 total of
$2,053,626.  Certain funds resulting from the filter operations sale
continue to be targeted for most of that anticipated outlay.

The use of net cash for operations activities in the first half of 1996
required added reliance upon the Company's short-term credit lines as
detailed in the financing activities section of the cash flow statements.
Only minimal use of additional funds was required in the second quarter
despite the balance of funding required for the completion of the inventory
move.  As of June 30, 1996, the Company had available approximately $4
million of unused capacity under its short-term lines of credit.  Having
now absorbed the balance of the relocation costs, the Company believes that
current operating activities, combined with those funds targeted for
capacity enhancement, will be sufficient to meet its working capital,
capital expenditure and dividend requirements throughout 1996.






















                                      -16-
              Hastings Manufacturing Company and Subsidiaries

            Review by Independent Certified Public Accountants
                __________________________________________



The June 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.








































                                      -17-
                        PART II - OTHER INFORMATION

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

           The annual meeting of shareholders of Hastings Manufacturing
Company was held on May 7, 1996.  The purpose of the meeting was to elect
directors, and to transact any other business that may properly come
before the meeting.

           (a) The name of each director elected (along with the
     number of votes cast for or authority withheld) and the name
     of each other director whose term of office as a director continued
     after the meeting follows:

<TABLE>
<CAPTION>
                                                 VOTES CAST
                                                             AUTHORITY
                                             FOR             WITHHELD
ELECTED DIRECTORS
<S>                                       <C>                 <C>
Andrew F. Johnson                          330,515             1,900
William R. Cook                            330,515             1,900
Monty C. Bennett                           330,515             1,900
Richard L. Foster                          330,515             1,900
</TABLE>

<TABLE>
DIRECTORS WHO CONTINUE TO SERVE
<CAPTION>
<S>                               <C>
Douglas A. DeKamp                  Mark R.S. Johnson
Neil A. Gardner                    Dale W. Koop
</TABLE>

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.




                                      -18-
                                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: August 14, 1996              By: /S/ MONTY C. BENNETT
                                       Monty C. Bennett
                                       Its Vice President, Employee
                                       Relations, Secretary and Director


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































                                      -19-
                               EXHIBIT INDEX


          EXHIBIT
          NUMBER                 DOCUMENT

            27             Financial Data Schedule












































                                      -20-

<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 SIX MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN
          ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                          1,000
       
<S>                                                            <C>
<PERIOD-TYPE>                                                         6-MOS
<FISCAL-YEAR-END>                                               DEC-31-1996
<PERIOD-START>                                                  JAN-01-1996
<PERIOD-END>                                                    JUN-30-1996
<CASH>                                                              572,434
<SECURITIES>                                                              0
<RECEIVABLES>                                                     5,966,246
<ALLOWANCES>                                                        410,000
<INVENTORY>                                                      10,124,841
<CURRENT-ASSETS>                                                 18,952,765
<PP&E>                                                           21,829,352
<DEPRECIATION>                                                   13,607,218
<TOTAL-ASSETS>                                                   36,004,486
<CURRENT-LIABILITIES>                                             7,947,914
<BONDS>                                                           4,319,875
<COMMON>                                                            780,946
                                                     0
                                                               0
<OTHER-SE>                                                        4,291,589
<TOTAL-LIABILITY-AND-EQUITY>                                     36,004,486
<SALES>                                                          22,142,035
<TOTAL-REVENUES>                                                 22,142,035
<CGS>                                                            16,256,875
<TOTAL-COSTS>                                                    16,256,875
<OTHER-EXPENSES>                                                          0
<LOSS-PROVISION>                                                    103,000
<INTEREST-EXPENSE>                                                  171,443
<INCOME-PRETAX>                                                   (185,840)
<INCOME-TAX>                                                       (75,000)
<INCOME-CONTINUING>                                               (110,840)
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                      (110,840)
<EPS-PRIMARY>                                                         (.28)
<EPS-DILUTED>                                                         (.28)
        


</TABLE>


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