MASCOTECH INC
10-Q, 1998-08-13
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 Quarterly Period Ended June 30, 1998
Commission File Number 1-12068


                               MASCOTECH, INC.                                 
              (Exact name of Registrant as specified in its Charter)



           Delaware                                           38-2513957       
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)


  21001 Van Born Road, Taylor, Michigan                          48180         
(Address of principal executive offices)                       (Zip Code)



                                (313) 274-7405                                 
                                (Telephone Number)



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, 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 practical date.

                                                   Shares Outstanding at
               Class                                   July 31, 1998    

Common stock, par value $1 per share                     46,376,000          

<PAGE>








                                  MASCOTECH, INC.

                                       INDEX



                                                         Page No.


Part I.  Financial Information

  Item 1.  Financial Statements                             

           Consolidated Condensed Balance Sheet -
              June 30, 1998 and December 31, 1997            1

           Consolidated Condensed Statements of Income
              for the Three and Six Months Ended
              June 30, 1998 and 1997                         2

           Consolidated Condensed Statement of 
              Cash Flows for the Six Months
              Ended June 30, 1998 and 1997                   3

           Notes to Consolidated Condensed Financial
              Statements                                    4-7

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                    8-9

Part II. Other Information and Signature                   10-11

<PAGE>

                          PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                  MASCOTECH, INC.
                       CONSOLIDATED CONDENSED BALANCE SHEET
                        June 30, 1998 and December 31, 1997
                              (Dollars in thousands)

<TABLE>

                                                June 30,       December 31,
    ASSETS                                       1998              1997    

<S>                                           <C>              <C>
Current assets:
    Cash and cash investments                 $   30,630       $   41,110
    Marketable securities                          9,220           45,970
    Receivables                                  235,100          125,930
    Inventories                                  177,840           73,860 
    Deferred and refundable income taxes          29,290           36,270
    Prepaid expenses and other assets             17,560           13,310
              Total current assets               499,640          336,450

Equity and other investments in affiliates        89,760          263,300
Property and equipment, net                      621,900          417,030
Excess of cost over net assets of acquired                         
  companies                                      736,920           65,610
Notes receivable and other assets                 59,850           62,290
              Total assets                    $2,008,070       $1,144,680

    LIABILITIES
Current liabilities:
    Accounts payable                          $  117,310       $   70,120 
    Accrued liabilities                          147,930          114,650
              Total current liabilities          265,240          184,770

Convertible subordinated debentures              310,000          310,000
Other long-term debt                             993,660          282,000
Deferred income taxes and other long-term
  liabilities                                    180,800          157,250
              Total liabilities                1,749,700          934,020

    SHAREHOLDERS' EQUITY
Common stock, $1 par:
  Authorized:  250 million;
  Outstanding:  47.3 million                      47,350           47,250
Paid-in capital                                   41,540           41,060
Retained earnings                                217,140          157,790 
Accumulated other comprehensive loss              (4,670)          (2,560)
Less:  Restricted stock awards                   (42,990)         (32,880)
              Total shareholders' equity         258,370          210,660
              Total liabilities and 
                shareholders' equity          $2,008,070       $1,144,680


</TABLE>

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

                                        1
<PAGE>

                                 MASCOTECH, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
            For the Three and Six Months Ended June 30, 1998 and 1997
                 (Dollars in thousands except per share amounts)

<TABLE>

                                             Three Months Ended           Six Months Ended  
                                                   June 30                     June 30      
                                               1998        1997           1998        1997  

<S>                                         <C>         <C>            <C>         <C>
Net sales                                   $ 433,480   $ 233,040      $ 834,240   $ 466,480
Cost of sales                                (316,410)   (179,050)      (612,780)   (356,190)
Selling, general and         
  administrative expenses                     (54,370)    (22,840)       (99,930)    (45,550)
Charge for disposition of 
  businesses, net                             (15,580)      ---          (15,580)      ---  

     Operating profit                          47,120      31,150        105,950      64,740

Other income (expense), net:
   Interest expense, Masco Corporation          ---        (2,500)         ---        (4,970)
   Other interest expense                     (20,780)     (7,550)       (39,390)    (14,790)
   Equity and interest income
     from affiliates                            4,020      14,190          6,120      25,450
   Gain from change in investment of
     an equity affiliate                        ---         ---            ---        13,210
   Deferred gain recognized from
     disposition of business                    ---         ---            7,000       ---  
   Other income, net                              240       5,510          5,940      11,240 
                                              (16,520)      9,650        (20,330)     30,140

Income before income taxes                     30,600      40,800         85,620      94,880
Income taxes                                      780      16,150         23,060      37,570

Net income                                  $  29,820   $  24,650      $  62,560   $  57,310
Preferred stock dividends                       ---     $   3,000          ---     $   6,240
Earnings attributable to 
  common stock                              $  29,820   $  21,650      $  62,560   $  51,070

Basic earnings per share                        $ .68       $ .61          $1.42       $1.43
Diluted earnings per share                      $ .54       $ .46          $1.14       $1.04

Cash dividends declared per share               $ .06       $ .05          $ .06       $ .10

Cash dividends paid per share                   $ .06       $ .05          $ .12       $ .10


</TABLE>


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

                                        2
<PAGE>

                                 MASCOTECH, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 For the Six Months Ended June 30, 1998 and 1997
                             (Dollars in thousands)

<TABLE>
                                                         Six Months Ended
                                                              June 30        
                                                         1998          1997  

<S>                                                   <C>           <C>
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                       $ 106,300     $  30,600 
         (Increase) decrease in inventories              (2,630)        4,850 
         (Increase) decrease in receivables             (22,940)        3,690 
         Increase in accounts payable and       
            accrued liabilities                          12,870         8,450
         Decrease in marketable securities               36,750         3,380
         Other, net                                      (1,820)       (6,150)
            Net cash from operating activities          128,530        44,820 

     FINANCING:
         Payment of debt                               (397,470)      (57,360)
         Increase in debt                             1,063,550         3,000 
         Other, net                                     (22,930)      (24,750)
            Net cash from (used for) financing       
               activities                               643,150       (79,110)

     INVESTMENTS:
         Capital expenditures                           (49,790)      (18,890)
         Cash from sale of businesses, net               25,020        76,560
         Acquisition of businesses, net of
           cash acquired                               (840,990)      (11,100)
         Proceeds from redemptions of debt 
            by affiliates                                80,500         ---  
         Other, net                                       3,100         8,000 
            Net cash (used for) from investing 
               activities                              (782,160)       54,570 
 
CASH AND CASH INVESTMENTS:                                      
     (Decrease) increase for the six months             (10,480)       20,280 
     At January 1                                        41,110        19,400
     At June 30                                       $  30,630     $  39,680

Supplemental Cash Flow Information:

     Net cash paid during the period for:

          Interest                                    $  36,600      $ 21,800

          Income taxes                                $  19,600      $ 17,530 


</TABLE>

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

                                   3
<PAGE>

                            MASCOTECH, INC.

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.    In the opinion of the Company, the accompanying unaudited consolidated
      condensed financial statements contain all adjustments, which are normal
      and recurring in nature, necessary to present fairly its financial
      position as at June 30, 1998 and the results of operations for the three
      and six months ended June 30, 1998 and 1997 and cash flows for the six
      months ended June 30, 1998 and 1997.  Certain amounts for the year ended
      December 31, 1997 have been reclassified to conform to the presentation
      adopted in 1998.

B.    In January 1998, the Company completed the acquisition of TriMas
      Corporation ("TriMas") by purchasing all the outstanding shares of TriMas
      not already owned by the Company for approximately $920 million.  TriMas
      is a diversified proprietary products company with leadership product
      positions in commercial, industrial and consumer markets and had 1997
      sales in excess of $660 million.  The Company previously owned 37 percent
      of TriMas.

      The results for 1998 reflect TriMas sales and operating results from the
      date of acquisition.  The acquisition has been accounted for as a purchase
      and the excess of the aggregate purchase price over the fair value of net
      assets acquired of approximately $700 million is being amortized over 40
      years.  Third party valuations to determine the carrying value of assets
      and liabilities were completed in the second quarter of 1998.  

      The following pro forma results of operations reflect this transaction as
      if it had occurred on January 1, 1997.  The pro forma data does not
      purport to be indicative of the results which would actually have been
      reported if the transaction had occurred on such date (in thousands,
      except per share amounts).

<TABLE>
                                                 Six Months Ended
                                                      June 30      
                                                  1998       1997  
          <S>                                   <C>        <C>

          Net sales                             $870,190   $813,540
          Net income                            $ 62,820   $ 50,680
          Diluted earnings per share               $1.14      $ .93
</TABLE>

C.    In connection with the TriMas acquisition in early 1998, the Company
      entered into a new $1.3 billion credit facility.  This new facility
      includes a $500 million term loan with principal payments as follows: 
      1998 - $25 million; 1999 - $40 million; 2000 - $60 million; 2001 - $75
      million; and 2002 - $190 million.  The remainder of the term loan and the
      $800 million revolver terminate in 2003.  The Company has the ability and
      intent to refinance current amounts on a long-term basis under the
      revolver.

D.    Inventories by component are as follows (in thousands):

<TABLE>

                                                June 30,      December 31,
                                                  1998           1997  
          <S>                                   <C>            <C>
          Finished goods                        $ 75,360       $ 22,160
          Work in process                         41,480         22,990
          Raw materials                           61,000         28,710

                                                $177,840       $ 73,860

</TABLE>

                                        4
<PAGE>

                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (continued)

E.    Property and equipment, net reflects accumulated depreciation of $286
      million and $265 million as at June 30, 1998 and December 31, 1997,
      respectively.

F.    In January 1998, the Company received $48 million of cash from MSX
      International, Inc. ("MSXI") in payment of certain amounts due MascoTech,
      resulting from the sale of the Company's engineering and technical
      business services units to MSXI in early 1997.  As a result, the Company
      realized a pre-tax gain of $7 million in the first quarter of 1998
      resulting from the partial recognition of a gain that was
      deferred at the time of the sale pending the receipt of cash.

G.    In June 1998, the Company recorded a pre-tax gain of approximately $25
      million related to the receipt of additional consideration based on the
      operating performance of the Company's stamping businesses sold in 1996. 
      The gain, which is non taxable, was included in the caption "charge for
      disposition of businesses, net" in the income statement.

H.    In the second quarter of 1998, the Company recorded a non-cash charge
      aggregating approximately $41 million pre-tax (approximately $22 million
      after tax or $.37 per common share) to reflect the write-down of certain
      long lived assets principally related to the plan to dispose of certain
      businesses and to accrue exit costs of approximately $8
      million.  The disposition of these businesses is expected to occur in 1998
      with the cash portion of the proceeds applied to reduce the Company's
      indebtedness and to provide capital to invest in its remaining 
      businesses. The disposition of these businesses does not meet the 
      criteria for discontinued operations treatment for accounting purposes; 
      accordingly, the sales and results of operations of these businesses 
      will be included in continuing operations until disposition.  The 
      businesses to be disposed had annual sales of $132 million, $130 
      million and $109 million in 1997, 1996 and 1995 respectively, and 
      operating profit of $20 million, $23 million and $19 million in 1997,
      1996 and 1995, respectively.

      The expected proceeds from the sale of the businesses to be disposed was
      estimated by the Company's management based on a variety of factors
      including:  historical and projected operating performance, competitive
      market position, perceived strategic value to potential acquirors,
      tangible asset values and other relevant factors.  In addition,
      management's estimate of the expected proceeds included input from
      independent parties familiar with business valuations of this nature.  
      
      Future periods will include the operating results of the businesses to be
      sold and any additional costs to be incurred in connection with the sale
      or liquidation of the remaining businesses which cannot be accrued at June
      30, 1998, as well as the result of differences between estimated and
      actual proceeds.  In addition, management expects that certain of the
      businesses to be disposed may be sold for gains; such gains will be
      recognized when realized.

                                        5
<PAGE>

                                  MASCOTECH, INC.

                  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

I.    Effective January 1, 1998, the Company adopted Statement of Financial
      Accounting Standards No. 130, "Reporting Comprehensive Income." 
      Accordingly, the Company's total comprehensive income for the period was
      as follows:

<TABLE>

                                      Three Months Ended     Six Months Ended
                                            June 30              June 30      
                                        1998       1997       1998       1997 

      <S>                             <C>        <C>        <C>        <C>
      Net income                      $29,820    $24,650    $62,560    $57,310
      Other comprehensive loss            (60)    (1,380)    (2,110)    (8,500)

        Total comprehensive income    $29,760    $23,270    $60,450    $48,810
</TABLE>



J.    The following are reconciliations of the numerators and denominators used
      in the computations of basic and diluted earnings per share:

<TABLE>

                                      Three Months Ended     Six Months Ended
                                           June 30               June 30      
                                       1998       1997       1998       1997  
<S>                                  <C>        <C>        <C>        <C>
Weighted average number of
  shares outstanding                   43,760     35,660     44,010     35,620

Income                               $ 29,820   $ 24,650   $ 62,560   $ 57,310
Less preferred stock dividends          ---        3,000      ---        6,240
  Earnings used for basic earnings
    per share computation            $ 29,820   $ 21,650   $ 62,560   $ 51,070

Basic earnings per share             $    .68   $    .61   $   1.42   $   1.43

Total shares used for basic earnings
  per share computation                43,760     35,660     44,010     35,620
Dilutive securities:
  Stock options                         1,550      1,290      1,380      1,280
  Assumed conversion of preferred
    stock at January 1, 1997            ---       10,250      ---       10,720
  Convertible debentures               10,000     10,000     10,000     10,000
  Contingently issuable shares          4,070      1,800      3,720      1,840
  Total shares used for diluted  
    earnings per share computation     59,380     59,000     59,110     59,460

Earnings used for basic earnings
  per share computation              $ 29,820   $ 21,650   $ 62,560   $ 51,070
Add back of preferred stock dividends   ---        3,000      ---        6,240
Add back of debenture interest          2,380      2,380      4,760      4,760
  Earnings used for diluted
    earnings per share computation   $ 32,200   $ 27,030   $ 67,320   $ 62,070

Diluted earnings per share           $    .54   $    .46   $   1.14   $   1.04


</TABLE>


      Diluted earnings per share reflect the potential dilution that would occur
      if securities or other contracts to issue common stock were converted or
      exercised into common stock.

                                        6
<PAGE>

                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(concluded)


K.    The Company entered into interest rate swaps on $400 million of the
      Company's floating rate debt in the second quarter of 1998 to reduce the
      impact of changes in interest rates. At June 30, 1998 the aggregate 
      interest rate on these swaps was approximately seven percent
      including the applicable margin under the Company's revolving credit
      agreement. For interest rate instruments that effectively hedge 
      interest rate exposures, the net cash amounts paid or
      received on the agreements are accrued and recognized as an adjustment to
      interest expense.

L.    The Company has acquired for cash the Gruppo TOV group of companies, with
      manufacturing facilities in Valmadrera, Italy in June 1998.  Gruppo TOV 
      manufactures rings, locking levers, steel drum closures and specialty
      equipment for automation and tooling.  In a separate transaction, the
      Company has also acquired certain assets, including a non-competition
      agreement relating to the production and sale of threaded flanges and
      plugs for steel drums in North American markets.

      In August the Company also acquired K-Tech Manufacturing, a Wheeling,
      Illinois based manufacturer of industrial fasteners for metal and plastic
      applications.  K-Tech's products, markets and manufacturing processes are
      highly complementary to the Company's specialty fastener product group.

      These three acquisitions are expected to add approximately $50 million to
      the Company's 1999 revenues. 

M.    On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
      Statement of Financial Accounting Standards No. 133, Accounting for
      Derivative Instruments and Hedging Activities (SFAS No. 133).  SFAS No.
      133 is effective for quarters of all fiscal years beginning after 
      June 15, 1999 (January 1, 2000 for the Company).  SFAS No. 133 requires
      that all derivative instruments be recorded on the balance sheet at 
      their fair value.  Changes in the fair value of derivatives are 
      recorded each period in current earnings or other comprehensive income, 
      depending on whether a derivative is designated as part of a hedge 
      transaction and, if it is, the type of hedge transaction.  The Company
      is currently evaluating the impact SFAS No. 133 will have on its 
      financial statements, if any.
  
                                        7

<PAGE>
                                 MASCOTECH, INC.
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      MascoTech sales for the second quarter 1998, aided by the previously
announced acquisition of TriMas Corporation, increased 86 percent to $433
million from $233 million in 1997.  Sales for the six months ended June 30, 1998
increased 79 percent to $834 million from $466 million in 1997.

      Income in the second quarter of 1998 was $29.8 million or $.54 per common
share compared with $21.7 million or $.46 per common share in 1997.  Second
quarter results for 1998 were impacted by the charge (approximately $41 million
pre-tax) principally related to the disposition of certain businesses.  This
charge more than offset the gain (approximately $25 million pre-tax) related to
additional consideration received by the Company in the second quarter of 1998
resulting from the disposition of MascoTech Stamping Technologies ("MSTI")in
1996.  The Company's results for the second quarter of 1997 include net gains
from the Company's marketable securities portfolio of approximately $.04 per
common share.

      Assuming that MascoTech and TriMas results were consolidated for the
second quarter of 1997 and excluding unusual pre-tax gains/(charge) in 1998 and
1997:  pro forma sales would have increased approximately four percent to $433
million in 1998 from $416 million in 1997; pro forma operating profit would have
been $63 million as compared with $62 million, and pro forma earnings per share
for the second quarter 1998 and 1997 would have been $.50 and $.48 respectively.

      Assuming that MascoTech and TriMas were consolidated for the six months
ended June 30, 1998 and 1997 pro forma sales would have increased approximately
seven percent to $870 million as compared with $814 million in 1997.

      Sales on a pro forma basis for the three and six month periods ended June
30, 1998 benefitted from increased light truck production, increased sales in
Europe, increased demand for aerospace and large diameter industrial fasteners
and the mild spring weather which positively impacted sales for the towing
systems product group.  Specialty container product group sales were flat
principally as a result of somewhat softer sales for compressed gas cylinders. 
The Company's aftermarket product group experienced a sales decline in the
second quarter and for the six months ended June 30 principally due to soft
economic conditions impacting certain products.

      Operating profit after general corporate expense and excluding the unusual
gain/(charge) on a pro forma basis for the six months ended June 30, 1998 and
1997 would have been approximately $125 million and $118 million, respectively.

      Operating margins on a pro forma basis including increased amortization
expense and before general corporate expense and loss on disposition, 
approximated 15.8 percent and 16.6 percent for the quarters ended June 30, 
1998 and 1997, respectively.

      Metalworking product group margins were negatively impacted by the 
General Motors strike, launch costs incurred at a new connecting rod plant 
in Valencia, Spain and higher than anticipated start-up costs related to the
Company's hydroforming process. Operating margins for the Company's 
aftermarket product group were negatively impacted by soft economic 
conditions impacting certain products. The Company expects sales to General
Motors to recover slowly as existing inventory levels of previously built 
parts are utilized in the manufacturing process. The Company expects that 
the third quarter could be negatively impacted by $.08 - $.10 per common 
share for the above items.  Operating margins for the Company's specialty 
fastener and towing system product groups improved due to increased sales 
volume. 

      The Company's low effective tax rate for the second quarter 1998 is the
result of the recognition of a non-taxable gain from the sale of MSTI and tax 
benefits from additional tax losses in excess of book losses related to the 
disposition of certain businesses.  On a pro forma basis, excluding both the
gain and charge,  the effective tax rate would be comparable to the first 
quarter of 1998.
                                        8
<PAGE>

                                 MASCOTECH, INC.

Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(concluded)


      The Company paid and declared a cash dividend of $.06 per common share in
the second quarter of 1998.  The Board of Directors declared a dividend of $.07
per common share, a 17 percent increase in the quarterly dividend rate, on July
10, 1998, payable on August 17, 1998.

      Although the Company incurred increased debt with the purchase of TriMas,
the Company's interest coverage ratio and debt to cash flow ratio are expected
to remain strong.  The Company expects that its ratio of debt to total debt plus
equity will improve from the operating performance of its businesses and the
disposition of certain financial assets.  During the second quarter the Company
entered into interest rate swap agreements to limit the effect of any increases
in the interest rates on its floating rate debt.  The effect of these agreements
is to limit the interest rate exposure on $400 million of the Company's floating
rate debt for an average period of approximately five years.  Since March 31,
1998 the Company has reduced its debt by approximately $89 million from the
liquidation of financial assets, operating performance and receipt of the
contingent consideration from the sale of the stamping business.  The Company
has reduced debt by approximately $260 million from the pro forma level of
$1,561 million at December 31, 1997, assuming the acquisition of TriMas had
occurred on December 31, 1997.  Additional borrowings available under the
Company's new revolving credit agreement and otherwise, and anticipated internal
cash flows are expected to provide sufficient liquidity to fund the Company's
debt repayment requirements, foreseeable working capital, capital expansion
programs and other investment needs.  At June 30, 1998, current assets were
approximately two times current liabilities.

                                        9
<PAGE>



                         PART II.  OTHER INFORMATION
                               MASCOTECH, INC.

Items 1, 2 and 3 are not applicable.


Item 4.     Submission of Matters to a Vote of Security Holders

            The annual meeting of stockholders was held on May 19, 1998 at which
            the stockholders voted upon the election of two nominees for Class I
            Directors and the approval of the appointment of one Class II
            Director; and ratification of the selection of Coopers & Lybrand
            L.L.P. (now known as PricewaterhouseCoopers L.L.P.) as independent
            auditors for the Company for 1998.  The following is a tabulation of
            the votes.

            Election of Class I Directors
                                                    For         Withheld
              Richard A. Manoogian               41,127,260     102,078
              Helmut F. Stern                    41,116,210     113,128

            Appointment of Class II Director

              Frank M. Hennessey                 41,137,675      91,663

            Approval of the appointment of Coopers & Lybrand L.L.P. as
            independent auditors of the Company for 1998.

                          For             Against          Abstentions and
                                                           Broker Non-Votes

                       41,136,761         35,953                56,624

Item 5.     Other Information

            In accordance with new Rule 14a-4(c)(1) under the Securities
            Exchange Act of 1934, management proxies for the Company's 1999
            Annual Meeting of Stockholders intend to use their discretionary
            voting authority with respect to any proposal presented at the
            meeting by a stockholder who does not provide the Company with
            written notice of such proposal prior to December 28, 1998.


Item 6.     Exhibits and Reports on Form 8-K


            (a) Exhibits:


            Exhibit 12  Computation of Ratio of Earnings to Combined
                        Fixed Charges and Preferred Stock Dividends


            Exhibit 27  Financial Data Schedule



            (b) Reports on Form 8-K:

            1.    A Current Report on Form 8-K/A dated April 6, 1998 was filed
                  by MascoTech, Inc. reporting under Item 2.  "Acquisition or
                  Disposition of Assets," to include the required financial
                  information relating to the acquisition of TriMas which was
                  not available at the time of the initial filing on Form 8-K.

                                       10
<PAGE>



                                   SIGNATURE


      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.




                                           MASCOTECH, INC.
                                            (Registrant)




Date:      August 13, 1998             By: /s/Timothy Wadhams            
                                            Timothy Wadhams
                                            Senior Vice President - Chief       
                                             Financial Officer
                                            (Chief accounting officer
                                              and authorized signatory)

                                       11
<PAGE>
MASCOTECH, INC.

EXHIBIT INDEX



Exhibit                                                     Sequential
                                                             Page No. 


Exhibit 12        Computation of Ratio of Earnings to Combined
                     Fixed Charges and Preferred Stock 
                     Dividends                                     13

Exhibit 27        Financial Data Schedule                          14




Exhibit 12

MASCOTECH, INC.
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
(Dollars in thousands)

<TABLE>

                                6 Months 
                                  Ended    
                                June 30,            For The Years Ended December 31        
                                  1998      1997      1996      1995       1994      1993  

<S>                             <C>       <C>       <C>       <C>       <C>        <C>
Earnings (Loss) Before Income
  Taxes and Fixed Charges:

  Income (loss) from continuing
    operations before income
    taxes (credit), 
    extraordinary item and     
    cumulative effect of    
    accounting change, net..... $ 85,620  $190,290  $ 77,220  $100,280  $(264,490) $121,180 

  Deduct equity in
    undistributed earnings
    of less-than-fifty-
    percent owned companies....   (3,370)  (46,030)  (31,650)  (29,590)   (23,350)  (19,930)
  Add interest on
    indebtedness, net..........   39,500    36,650    30,350    51,500     51,290    83,000
  Add amortization of debt
    expense....................    1,690       900     1,490     1,670      3,450     4,390
  Estimated interest factor
    for rentals................    2,090     2,100     6,350     7,070      6,220     5,550
  Earnings (loss) before income
    taxes and fixed charges.... $125,530  $183,910  $ 83,760  $130,930  $(226,880) $194,190

Fixed Charges:

  Interest on indebtedness,
    net........................ $ 39,540  $ 36,770  $ 30,590  $ 51,690  $  51,540  $ 83,110
  Amortization of debt
    expense....................    1,690       900     1,490     1,670      3,450     4,390
  Estimated interest factor
    for rentals................    2,090     2,100     6,350     7,070      6,220     5,550

      Total fixed charges......   43,320    39,770    38,430    60,430     61,210    93,050

  Preferred stock dividend
    requirement (a)............    ---      10,300    21,570    21,970     14,630    25,860

  Combined fixed charges and
    preferred stock dividends.. $ 43,320  $ 50,070  $ 60,000  $ 82,400  $  75,840  $118,910

Ratio of earnings to
  fixed charges................   2.9       4.6       2.2       2.2         -- (b)   2.1   

Ratio of earnings to combined
  fixed charges and preferred
  stock dividends..............   2.9       3.7       1.4       1.6         -- (c)   1.6   


</TABLE>


  (a) Represents amount of income before provision for income taxes required to
      meet the preferred stock dividend requirements of the Company and its 50%
      owned companies.
  (b) 1994 results of operations are inadequate to cover fixed charges by
      $288,090.
  (c) 1994 results of operations are inadequate to cover combined fixed charges
      and preferred stock dividends by $302,720.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1998 MASCOTECH, INC. 10-Q 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-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                          30,630
<SECURITIES>                                     9,220
<RECEIVABLES>                                  235,100
<ALLOWANCES>                                         0
<INVENTORY>                                    177,840
<CURRENT-ASSETS>                               499,640
<PP&E>                                         907,550
<DEPRECIATION>                               (285,650)
<TOTAL-ASSETS>                               2,008,070
<CURRENT-LIABILITIES>                          265,240
<BONDS>                                      1,303,660
                                0
                                          0
<COMMON>                                        47,350
<OTHER-SE>                                     211,020
<TOTAL-LIABILITY-AND-EQUITY>                 2,008,070
<SALES>                                        834,240
<TOTAL-REVENUES>                               834,240
<CGS>                                          612,780
<TOTAL-COSTS>                                  612,780
<OTHER-EXPENSES>                                15,580
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              39,390
<INCOME-PRETAX>                                 85,620
<INCOME-TAX>                                    23,060
<INCOME-CONTINUING>                             62,560
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    62,560
<EPS-PRIMARY>                                     1.42
<EPS-DILUTED>                                     1.14
        

</TABLE>


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