FORM 10-Q

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

For the quarter ended September 30, 2000
Commission file number 1-4416

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

(215) 517-2000
(Registrant's telephone number, including area code)

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

The number of shares of Registrant's Common Stock outstanding on November 6, 2000 was 12,754,732.

Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except share data)

SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited-Thousands of dollars)

Nine Months Ended
September 30,

SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - Thousands of dollars)

Three Months Ended Nine Months Ended
September 30,   September 30,  
2000 1999    2000 1999

See accompanying notes to condensed consolidated financial statements.

SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited-Thousands of dollars, except share data)

1. Financial Statements

In the opinion of the Company's management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position as of September 30, 2000, the results of operations for the three and nine month periods ended September 30, 2000 and 1999, and cash flows for the nine month periods ended September 30, 2000 and 1999. The December 31, 1999 balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The accompanying financial statements contain only normal recurring adjustments. All financial information has been prepared in conformity with the accounting principles reflected in the financial statements included in the 1999 Annual Report filed on Form 10-K applied on a consistent basis.

All acquisitions have been accounted for under the purchase method. The results of operations of the acquired businesses are included in the consolidated financial statements from the dates of acquisition.

On March 14, 2000 the Company acquired all of the outstanding shares of Avibank Mfg., Inc. (Avibank) based in Burbank, California for approximately $115,900. Consideration consisted of approximately $112,300 in cash and 110,652 shares of the Company's common stock in treasury valued at $3,600. Avibank is a manufacturer of latches, hold open rods, quick release pins, structural panel fasteners, self-retaining bolts and expandable fasteners for aerospace markets. Avibank, through its AVK Industrial Products Division, also manufactures threaded inserts for the automotive and industrial markets. The excess of the purchase price over the fair values of the net assets acquired was approximately $90,500 and has been recorded as goodwill, patents, trademarks and other intangibles which are being amortized on a straight-line basis over 15 to 40 years.

On June 30, 1999 the Company acquired all of the outstanding shares of National Set Screw Corporation, doing business as NSS Technologies, Inc. (NSS), based in Plymouth, Michigan for approximately $43,700. NSS manufactures highly specialized, cold-formed steel components for the automotive, heavy truck, mining/road construction and waterworks industries. The excess of the purchase price over the fair values of the net assets acquired was approximately $25,000 and has been recorded as goodwill, which is being amortized on a straight-line basis over 40 years.

The following unaudited pro forma consolidated results of operations are presented as if the Avibank and NSS acquisitions had been made at the beginning of the periods presented.

The pro forma consolidated results of operations include adjustments to give effect to amortization of goodwill and other intangibles, interest expense on acquisition debt, shares of common stock issued and the related income tax effects. The unaudited pro forma information is not necessarily indicative of the results of operations that would have occurred had the purchase been made at the beginning of the periods presented or the future results of the combined operations.

3. Inventories
September 30, December 31,
2000    1999

4. Long-term Debt

On March 10, 2000, the Company entered into a Bank Credit Agreement to borrow up to $75,000 in either United States Dollars or certain European currencies. Borrowings bear interest at either a) an overnight base rate equal to the higher of the prime rate of the agent bank or the federal funds rate plus .5 percentage points, b) a rate equal to the effective interbank rate plus a margin ranging from .75 to 1.30 percentage points based on the consolidated Leverage Ratio, as defined, or c) at a rate and term negotiated between the agent bank and the Company, as applicable. Borrowings outstanding under the 2000 Bank Credit Agreement at September 30, 2000 were $7,018 with an interest rate of 7.25 percent. This agreement expires March 9, 2005. The Company is required to pay a fee on unborrowed amounts of the facility ranging from .175 to .30 percentage points based on the consolidated Leverage Ratio.

On February 25, 2000, the Company entered into a long-term Note Purchase Agreement with one insurance company for $15,000 at a fixed interest rate of 8.37 percent due in annual installments from February 28, 2004 to February 28, 2010.

On February 24, 2000, the Company received the proceeds of the Michigan Strategic Fund Variable Rate Demand Limited Obligation Revenue Bonds, Series 2000. The proceeds of the Series 2000 Bonds of $6,000 were issued to finance the acquisition and installation of machinery and equipment at a precision fastener and components segment manufacturing facility in Canton, Michigan and are to be repaid on February 1, 2010. The Bonds are secured by a bank letter of credit. At September 30, 2000, the interest rate on the Series 2000 bonds was 5.55 percent.

The Company is subject to a number of restrictive covenants under its various debt agreements. Covenants associated with the Company's Note Purchase Agreements are generally more restrictive than those of the Bank Credit Agreements. The following significant covenants are currently in place under the Note Purchase Agreements: maintenance of a consolidated debt-to-total capitalization (shareholders' equity plus total debt) ratio of not more than 55 percent and maintenance of a consolidated net worth of at least $200,000 plus 50 percent of adjustable consolidated net income for quarters ended after December 31, 1998. Under these covenants, restricted payments, which include all dividends and purchases or retirements of capital stock, paid by the Company may not exceed $40,000 plus 50 percent of consolidated net income (or minus 100 percent of the consolidated net loss) from January 1, 1999 to the date of the restricted payment. Certain of the Company's debt agreements contain cross default and cross acceleration provisions. At September 30, 2000, the Company was in compliance with all covenants of these existing credit agreements. As of September 30, 2000, under the terms of these existing credit agreements, the Company is permitted to incur an additional $118,900 in debt.

The Company has been identified as a potentially responsible party by various federal and state authorities for clean up or removal of waste from various disposal sites. At September 30, 2000, the accrued liability for environmental remediation represents management's best estimate of the undiscounted costs related to environmental remediation which are considered probable and can be reasonably estimated. Management believes the overall costs of environmental remediation will be incurred over an extended period of time. The Company has not included any insurance recovery in the accrued environmental liability. The measurement of the liability is evaluated quarterly based on currently available information. As the scope of the Company's environmental liability becomes more clearly defined, it is possible that additional reserves may be necessary. Accordingly, it is possible that the Company's results of operations in future quarterly or annual periods could be materially affected. Management does not anticipate that its consolidated financial condition will be materially affected by environmental remediation costs in excess of amounts accrued.

Litigation

The Company is involved in various legal matters incidental to its business. Although the final outcome of these matters cannot be determined, it is management's opinion that the final resolution of these matters will not have a materially adverse effect on the Company's consolidated financial position or results of operations.

6. Per Share Data

Basic earnings per common share is calculated using the average shares of common stock outstanding, while diluted earnings per common share reflects the potential dilution that could occur if stock options were exercised. Earnings per share are computed as follows:

7. Segment Information
The Company has three reportable segments: Precision Fasteners and Components, Specialty Materials and Alloys and Magnetic Products. The Precision Fasteners and Components segment consists of business units which produce precision fasteners, components and consumable tools for the aerospace, automotive and industrial machinery markets. The Specialty Materials and Alloys segment produces specialty metals, superalloys and ceramic cores for aerospace, industrial gas turbine, medical and other general industrial applications. The Magnetic Products segment produces magnetic materials and products used in automotive, telecommunications, aerospace, reprographic, computer and advertising specialty applications.

8. Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June 2000, the FASB issued SFAS No. 138 which included several amendments to SFAS No. 133. The new standard 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 the use of the derivative and whether it qualifies for hedge accounting. The new standard is effective for all interim period financial statements for fiscal years beginning after June 15, 2000. The Company will adopt SFAS No. 133 on January 1, 2001. Based on market valuations for derivatives held as of September 30, 2000, the Company estimates that on January 1, 2001, it will record net-of-tax cumulative-effect-type adjustments to current earnings and other comprehensive income to recognize the fair value of all derivatives. The amount of these adjustments are not expected to be material. Any changes in the composition of the Company's derivative instrument portfolio or changes in the market values of these instruments between now and the end of 2000 could have an impact on the cumulative-effect-type adjustments to net income and other comprehensive income. At this time, the Company plans no significant change in its risk management strategies due to the adoption of SFAS No. 133.

SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

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

Introduction

Net earnings decreased in 2000 compared to the corresponding periods in the prior year. The decrease in operating earnings is primarily attributable to lower earnings from the Company's aerospace fastener and component operations, lower earnings from the magnetic products segment and the amortization of the step-up of inventory related to purchase accounting adjustments for a business acquired in March of 2000. These decreases were partially offset by the earnings of businesses acquired in 1999 and 2000 and by strong demand for the Company's products sold to the automotive and industrial gas turbine markets. The Company completed two acquisitions in 2000 which expand the range of products offered to the aerospace, automotive and industrial markets.

Net sales increased $16.8 million, or 8.6 percent, in the third quarter of 2000 and $64.5 million, or 10.9 percent, for the nine month period ended September 30, 2000 compared to the same periods in 1999.

Sales of products by recently acquired businesses (NSS Technologies, ULMA S.p.A. and Avibank Mfg., Inc.) increased Precision Fasteners and Components segment sales by $21.9 million in the third quarter of 2000 and $84.8 million for the nine month period ended September 30, 2000 compared to the same periods in 1999. Excluding the sales from these recently acquired businesses, this segment's sales decreased $8.8 million, or 6.5 percent, in the third quarter of 2000 and $33.4 million, or 8.2 percent, for the nine months ended September 30, 2000. Sales of aerospace fasteners and components declined by $9.4 million, or 13.4 percent, in the third quarter of 2000 and $38.4 million, or 16.2 percent, for the nine months ended September 30, 2000. These decreases reflect the reduced demand from North American commercial aerospace markets and the impact of inventory consolidation activities by a major aerospace engine manufacturer in Europe. While the Company is encouraged by two consecutive quarters of higher incoming orders for aerospace fasteners (second quarter of 2000 increased $4.6 million, or 8.9 percent, and third quarter of 2000 increased $3.6 million, or 7.3 percent), compared to the same quarters in 1999, it expects lower sales of aerospace fasteners and components for the full year 2000 compared to 1999.

Excluding recently acquired businesses, the Company's automotive and industrial fastener sales increased $1.4 million, or 3.4 percent, in the third quarter of 2000 and $6.8 million, or 5.3 percent, for the nine months ended September 30, 2000 compared to the same periods in 1999. These increases are the result of a strong automotive market in the United States and a moderate recovery of the automotive demand in Brazil. While the Company has seen some weakness in the automotive market due to lower demand from the United States heavy truck market, the Company continues to benefit from new orders for fasteners and components used in high performance and safety-critical automotive applications.

Specialty Materials and Alloys segment sales increased $4.3 million, or 16.4 percent, in the third quarter of 2000 and $12.7 million, or 15.4 percent, for the nine months ended September 30, 2000 compared to the same periods in 1999. These higher sales are primarily the result of strong demand from the industrial gas turbine and medical markets. While the medical market is showing signs of lowering demand primarily related to inventory adjustments, the Company expects the demand for its alloys from the industrial gas turbine market to remain relatively strong throughout 2000 and into 2001. The Company expects demand for its alloys from the aerospace market to improve in 2001 as aerospace turbine production begins to respond to strengthening commercial aircraft assembly schedules by the major aircraft manufacturers.

The Magnetic Products segment sales were approximately the same in the third quarter of 2000 and for the nine months ended September 30, 2000 compared to the same periods in 1999. These results are attributed to strong demand from the United States automotive, telecommunications, computers and advertising markets. Sales of magnetic products for reprographic applications decreased by approximately $0.9 million in the third quarter and $2.7 million for the nine month period and partially offset the increase in sales to other markets served by the Magnetic Products segment.

Operating earnings were approximately the same in the third quarter of 2000 as in the third quarter of 1999 and decreased by $9.7 million, or 13.9 percent, for the nine months ended September 30, 2000 compared to the same period in 1999. Operating earnings for the nine months ended September 30, 2000 include a non-recurring charge of $4.6 million for the amortization of inventory step-up related to purchase accounting for the acquisition of Avibank Mfg., Inc. (Avibank) on March 14, 2000. In addition, operating earnings for the nine months ended September 30, 2000 include a non-recurring gain related to the sale of an automotive fastener manufacturing facility. On March 31, 2000 the Company sold its Coventry, England facility for $2.5 million, resulting in a gain of $.9 million. The Company's automotive fastener operation located in the building will continue to occupy a portion of the facility under a lease arrangement. Operating earnings for the nine month period in 1999 includes a non-recurring gain related to the sale leaseback of an aerospace fastener manufacturing facility. Pursuant to the exercise of a purchase option granted in a lease agreement dated November 30, 1994, the Company sold its Santa Ana, California facility for $6.8 million on June 11, 1999, resulting in a realized gain of $3.4 million. The Company's aerospace fastener operation located in this building have remained there under a leaseback arrangement. A deferred gain of $1.8 million is being amortized into operating earnings over the 10 year leaseback period.

The operating earnings of the Precision Fasteners and Components segment increased from $16.5 million, or 12.2 percent of sales, for the third quarter of 1999 to $17.0 million, or 11.5 percent of sales, for the third quarter of 2000. Excluding the non-recurring charge and gains described above, the operating earnings of the Precision Fasteners and Components segment decreased from $50.4, million or 12.4 percent of sales, for the nine months ended September 30, 1999 to $48.7 million, or 10.7 percent of sales, for the nine months ended September 30, 2000. The decrease in earnings for the nine month period is due primarily to the decrease in sales of aerospace fasteners and components discussed above. The decrease in operating profit margins reflect a shift in the mix of sales from higher margin aerospace products to lower margin automotive products. Operating earnings of companies acquired in 1999 and 2000 (NSS Technologies, ULMA S.p.A. and Avibank Mfg., Inc.) increased Precision Fasteners and Components operating earnings by $4.5 million for the third quarter of 2000 and $10.8 million for the nine month period ended September 30, 2000. In response to decreased demand for certain fastener products, the Company has incurred certain charges for downsizing and consolidating fastener manufacturing operations that are included in the 2000 and 1999 operating earnings of this segment. These costs were approximately $1.4 million for the nine month period ended September 30, 2000 and 1999 and related primarily to cost of employee separations in certain manufacturing operations in North America, England and Ireland. All costs were expended prior to September 30, 2000.

The Company's aerospace components manufacturing facilities (the Chevron Aerospace Group) are located in England and are part of the Precision Fasteners and Components segment. In the second quarter of 2000, the Company initiated a plant expansion at its Mansfield, England manufacturing facility. In the fourth quarter of 2000, the Company's aerospace components manufacturing operations in Nottingham, England will be moved to a larger facility in the same area. These actions will create a more efficient manufacturing operation and allow for future expansion of current operations. The production disruptions from the expansion and future transfer of operations have adversely affected operations in the third quarter of 2000 and are expected to continue to cause disruptions until the actions are completed during the first quarter of 2001. The Company expects the long-term benefits of improved manufacturing efficiencies to be realized beginning in 2001.

The operating earnings of the Specialty Materials and Alloys segment increased from $3.3 million, or 12.6 percent of sales, for the third quarter of 1999 to $4.0 million, or 13.0 percent of sales, for the third quarter of 2000. Operating earnings in this segment increased from $11.1 million, or 13.4 percent of sales, for the nine months ended September 30, 1999 to $12.8 million, or 13.4 percent of sales, for the nine months ended September 30, 2000. The increase in earnings is due primarily to the increase in sales discussed above. Margins in this segment have been adversely impacted by production problems associated with the manufacture of new ceramic core products for the industrial gas turbine market and by short-term interruptions in alloy production due to vacuum furnace breakdowns.

The operating earnings of the Magnetic Products segment decreased from $4.7 million, or 13.5 percent of sales, for the third quarter of 1999 to $3.8 million, or 11.1 percent of sales, for the third quarter of 2000. Operating earnings in this segment decreased from $13.0 million, or 12.5 percent of sales, for the nine months ended September 30, 1999 to $11.1 million, or 10.6 percent of sales, for the nine months ended September 30, 2000. The decrease in earnings is attributed to decreased sales of reprographic magnetic products and the operating loss of approximately $1.6 million for the nine months ended September 30, 2000 incurred by the Company's majority owned subsidiary's magnetic wound core manufacturing facility in Adelanto, California. In August of 2000, the Company acquired the remaining minority interest in this subsidiary and has initiated actions to return this facility to profitability.

Due to higher levels of debt, interest expense increased from $10.5 million in the first nine months of 1999 to $15.7 million in the first nine months of 2000. In 1999, the Company recorded losses from its Indian affiliate in the amount of $1.1 million which reduced its investment balance to zero. The Company withdrew its last on-site representative from its fastener joint venture in China and, due to ongoing losses incurred by that operation, wrote off the residual carrying value of that investment of $0.6 million. No tax benefit was available on the write off of the Company's joint venture in China.

Incoming orders for the third quarter of 2000 were $218.0 million compared to $179.8 million for the third quarter of 1999, a 21.3 percent increase. Incoming orders for the nine months ended September 30, 2000 were $678.4 million compared to $563.5 million for the same period in 1999, a 20.4 percent increase. Incoming orders received by recently acquired businesses increased total Company orders by $20.2 million in the third quarter and $84.0 million for the nine month period. Incoming orders for the Specialty Materials and Alloys segment increased $3.3 million for the quarter and $15.7 million for the nine month period. The backlog of orders, which represent firm orders with delivery scheduled within 12 months, at September 30, 2000 was $290.6 million compared to $270.5 million on the same date a year ago and $255.9 million at December 31, 1999.

As discussed in Note 2 to the financial statements, the Company acquired all of the outstanding shares of Avibank Mfg., Inc. (Avibank) based in Burbank, California for approximately $115.9 million on March 14, 2000. The shareholders of Avibank and SPS have elected to have the transaction treated as an asset purchase for tax purposes. Avibank is a leading manufacturer of latches, hold open rods, quick release pins, structural panel fasteners, self-retaining bolts and expandable fasteners for aerospace markets. Avibank, through its AVK Industrial Products Division, also manufactures threaded inserts for the automotive and industrial markets. A large number of Avibank's products are proprietary. For the year ended December 31, 1999, Avibank reported sales of approximately $77.5 million. The acquisition of Avibank represents another step in the execution of the Company's strategy of acquiring technically sophisticated, strong niche companies which are extensions of its existing businesses.

On January 10, 2000, the Company acquired certain operating assets of ULMA S.p.A. (ULMA) based in Milan, Italy for approximately $2.3 million. ULMA is a full range manufacturer of flat, planetary and cylindrical thread roll dies used in metal forming. Sales for the year ended December 31, 1999 were approximately $5.2 million. The acquisition of ULMA expands the Company's precision tool product offering and establishes a precision tool manufacturing presence in Continental Europe.

Management considers liquidity to be the ability to generate adequate amounts of cash to meet its needs and capital resources to be the resources from which such cash can be obtained, principally from operating and external sources. The Company believes that capital resources available to it will be sufficient to meet the needs of its business, both on a short-term and long-term basis.

Cash flow provided or used by operating activities, investing activities and financing activities is summarized in the condensed statements of consolidated cash flows. For the nine months ended September 30, 2000 , net cash provided by operating activities decreased by $1.6 million compared to the first nine months of 1999 due primarily to lower net earnings. The decrease in net earnings ($6.7 million) included a lower non-cash charge for equity in loss of affiliates ($2.0 million) but higher non-cash charges for depreciation and amortization ($7.3 million).

Cash flows provided by or used in investing activities for 2000 include the cash payment for the acquisition of Avibank ($112.3 million) and the net proceeds from the sale of the Coventry, England facility ($2.5 million). Cash flows provided by or used in investing activities for 1999 include the cash payment for the acquisition of NSS Technologies, Inc. ($28.5 million) and the net proceeds from the sale of the Santa Ana, California facility ($6.6 million). The Company spent $24.1 million for capital expenditures in the first nine months of 2000 and is forecasting $38.0 million for the full year of 2000, an increase of $3.5 million from the 1999 forecasted amount reported on Form 10-K for the year ended December 31, 1999.

The Company's total debt to equity ratio was 86 percent at September 30, 2000, compared to 71 percent at December 31, 1999. Total debt was $285.2 million at September 30, 2000 and $217.4 million at December 31, 1999. As of September 30, 2000, under the terms of its existing credit agreements, the Company is permitted to incur an additional $118.9 million in debt. Additional information related to financing activities is provided in Note 4 to the financial statements.

Certain statements in Management's Discussion and Analysis of Financial Condition and Results of Operations contain "forward-looking" information, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risk and uncertainty. Statements such as the Company's expectations of lower sales of aerospace fasteners and components, demand for its alloys from the industrial gas turbine market to remain relatively strong throughout 2000 and into 2001, demand for its alloys from the aerospace market to improve in 2001, future benefits of the Company's downsizing and consolidating fastener manufacturing operations, long-term benefits of transferring and expanding aerospace component manufacturing operations into a larger facility, plans to return the Adelanto, California facility to profitability and future benefits from operational synergies with newly acquired companies are "forward-looking" statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations. Actual future results may differ materially depending on a variety of factors, such as: the effects of competition on products and pricing, fluctuations in raw material prices, customer satisfaction and qualification issues, labor disputes, worldwide political and economic stability and changes in fiscal policies, laws and regulations on a national and international basis. The Company undertakes no obligation to publicly release any forward-looking information to reflect anticipated or unanticipated events or circumstances after the date of this document.

SPS Technologies, Inc and Subsidiaries

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company's primary market risk exposures are foreign currency exchange rate and interest rate risk. Fluctuations in foreign currency exchange rates affect the Company's results of operations and financial position. As discussed in Note 1 to the financial statements on Form 10-K for the year ended December 31, 1999, the Company uses forward exchange contracts and one currency swap agreement to minimize exposure and reduce risk from exchange rate fluctuations affecting the results of operation. Because the largest portion of the Company's foreign operations are located in countries with relatively stable currencies, namely, England, Ireland and Canada, the foreign currency exchange rate risk to the Company's financial position is not material. However, the Company has operations in Brazil, China and other foreign countries which has increased its exposure to foreign currency fluctuations. Fluctuations in interest rates primarily affect the Company's results of operations. Because a majority of the Company's debt is in fixed rate obligations (as disclosed in Note 8 to the financial statements on Form 10-K for the year ended December 31, 1999), the Company has effectively limited its exposure to fluctuations in interest rates.

A description of the Company's financial instruments is provided in Notes 1 and 16 to the financial statements on Form 10-K for the year ended December 31, 1999. Assuming an instantaneous 10 percent strengthening of the United States dollar versus foreign currencies for which forward exchange contracts and currency rate swap agreements existed and a 10 percent change in the interest rate on the Company's variable rate debt had all occurred on September 30, 2000, the Company's results of operations, cash flow and financial position would not have been materially affected.

(a) Exhibits 27 Financial Data Schedule

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.

SPS TECHNOLOGIES, INC.
(Registrant)

Date: October 12, 2000 /s/William M. Shockley
William M. Shockley
Vice President,
Chief Financial Officer

Mr. Shockley is signing on behalf of the registrant and as the Chief Financial Officer of the registrant.

EXHIBIT INDEX

27 Financial Data Schedule.