TRANSTECHNOLOGY CORP, 10-Q, 1994-11-09

TRANSTECHNOLOGY CORP
10-Q, 1994-11-09
COMPUTER PERIPHERAL EQUIPMENT, NEC

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<PAGE> 1
FORM 10-Q

-------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended September 25, 1994

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

For the transition period from to
------------ ------------

Commission file number 1-7872

---------------------

TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 95-4062211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
700 Liberty Avenue 07083
Union, New Jersey (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (908) 964-5666

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
----- -----

As of October 31, 1994, the total number
of outstanding shares of registrant's one
class of common stock was 5,290,065
<PAGE> 2
TRANSTECHNOLOGY CORPORATION

INDEX

<TABLE>
<S> <C>
PART I. Financial Information Page No.
--------------------- --------

Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------

Statements of Consolidated Operations--
Three and Six Month Periods Ended September 25, 1994
and September 26, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Balance Sheets--
September 25, 1994 and March 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . 4

Statements of Consolidated Cash Flow--
Six Months Ended September 25, 1994 and
September 26, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Statements of Consolidated Stockholders' Equity--
Six Months Ended September 25, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 7-9

Item 2. Management's Discussion and Analysis of Results
------- of Operations and Financial Condition . . . . . . . . . . . . . . . . . . . . . . 10-16

PART II. Other Information
-----------------

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

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

EXHIBIT 10.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-20

EXHIBIT 10.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21-26

EXHIBIT 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

EXHIBIT 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>

1
<PAGE> 3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following unaudited Statements of Consolidated Operations,
Consolidated Balance Sheets and Statements of Consolidated Cash Flow and
Statements of Consolidated Stockholders' Equity are of TransTechnology
Corporation and its consolidated subsidiaries. These reports reflect all
adjustments of a normal recurring nature, which are, in the opinion of
management, necessary to a fair presentation of the results of operations
for the interim periods reflected therein. The results reflected in the
unaudited Statements of Consolidated Operations for the period ended
September 25, 1994 are not necessarily indicative of the results to be
expected for the entire year. The following unaudited Consolidated
Financial Statements should be read in conjunction with the notes
thereto, and Management's Discussion and Analysis set forth in Item 2 of
Part I of this report, as well as the audited financial statements and
related notes thereto contained in the Form 10-K filed for the fiscal
year ended March 31, 1994.

[THIS SPACE INTENTIONALLY LEFT BLANK]

2
<PAGE> 4
STATEMENTS OF CONSOLIDATED OPERATIONS
UNAUDITED
(In Thousands of Dollars Except Share Data)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ -----------------------------------
9/25/94 9/26/93 9/25/94 9/26/93
------------ -------------- --------------- --------------
<S> <C> <C> <C> <C>
Total Revenue $ 28,143 $ 27,160 $ 55,966 $ 48,617
Cost of Sales 20,218 19,388 40,680 34,270
------------ -------------- --------------- --------------
Gross Profit 7,925 7,772 15,286 14,347
------------ -------------- --------------- --------------

General, Administrative
and Selling Expenses 6,165 5,306 10,664 8,990
Interest Expense 677 115 1,196 465
------------ -------------- --------------- --------------

Total General, Administrative,
Selling and Interest Expenses 6,842 5,421 11,860 9,455
------------ -------------- --------------- --------------

Income from Continuing Operations
before Income Taxes 1,083 2,351 3,426 4,892
Income Taxes 335 941 1,197 1,894
------------ -------------- --------------- --------------
Income from Continuing Operations 748 1,410 2,229 2,998

Discontinued Operations:

Loss from Operations (net of applicable
tax benefits of $309,000 and $610,000 for
the quarter and six months ended 9/25/94,
respectively, and $123,000 and $168,000
for the quarter and six months ended
9/26/93, respectively) (400) (179) (852) (253)

Loss from Disposal (net of applicable tax
benefits of $107,000 and $78,000 for
the quarter and six months ended
9/25/94, respectively) (151) -- (108) --
------------ -------------- --------------- --------------

Net Income $ 197 $ 1,231 $ 1,269 $ 2,745
============ ============== =============== ==============
Earnings (Loss) per Share: (Note 1)
Income from Continuing Operations $ 0.15 $ 0.27 $ 0.43 $ 0.58
Loss from Discontinued Operations (0.11) (0.03) (0.19) (0.05)
------------ -------------- --------------- --------------

Net Income $ 0.04 $ 0.24 $ 0.25 (a) $ 0.54 (a)
============ ============== =============== ==============
Number of Shares Used in Computation
of Per Share Information 5,121,000 5,134,000 5,152,000 5,128,000
</TABLE>

(a) Per share amounts do not always add because the figures are required to
be independently calculated.

See accompanying notes to unaudited consolidated financial statements.

<PAGE> 5

CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars Except Share Data)

<TABLE>
<CAPTION>
UNAUDITED
9/25/94 3/31/94
-------------- -------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 711 $ 3,027
Accounts receivable:
United States Government 1,705 2,815
Commercial (net of allowance for doubtful accounts of $288 at 9/25/94
and $271 at 3/31/94) 18,567 19,500
Notes receivable 2,844 2,814
Inventories 38,342 35,786
Prepaid expenses and other current assets 2,259 2,932
Deferred income taxes 4,252 4,253
Net assets of discontinued businesses 13,566 4,309
-------------- -------------
Total current assets 82,246 75,436
Property:
Land 3,989 5,223
Buildings 12,767 15,657
Machinery and equipment 28,802 32,611
Furniture and fixtures 3,923 4,050
Leasehold improvements 990 671
-------------- -------------
Total 50,471 58,212
Less accumulated depreciation and amortization 18,428 22,204
-------------- -------------
Property-net 32,043 36,008
Other assets:
Notes receivable 3,729 4,061
Costs in excess of net assets of acquired businesses (net of
accumulated amortization:
September 25, 1994, $2,553; March 31, 1994, $2,423) 12,546 3,117
Other 7,481 7,235
-------------- -------------
Total other assets 23,756 14,413
-------------- -------------
Total $ 138,045 $ 125,857
============== =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,480 $ 1,479
Accounts payable-trade 7,417 7,489
Accrued compensation 2,604 4,570
Accrued income taxes 119 943
Other current liabilities 4,384 7,109
-------------- -------------
Total current liabilities 16,004 21,590
-------------- -------------
Long-term debt payable to banks and others 50,486 33,168
-------------- -------------
Other long-term liabilities 7,139 5,146
-------------- -------------
Stockholders' equity:
Preferred stock-authorized, 300,000 shares; none issued -- --
Common stock-authorized, 14,700,000 shares of $.01 par value; issued 5,085,867
at September 25, 1994, and 5,189,104 at March 31, 1994 53 52
Additional paid-in capital 45,779 45,283
Retained earnings 22,809 22,186
Other stockholders' equity (2,360) (1,568)
-------------- -------------
66,281 65,953
Less treasury stock, at cost (152,000 shares at 9/25/94) (1,865) --
-------------- -------------
Total stockholders' equity 64,416 65,953
-------------- -------------
Total $ 138,045 $ 125,857
============== =============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE> 6

STATEMENTS OF CONSOLIDATED CASH FLOW
UNAUDITED
(In Thousands of Dollars)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------
9/25/94 9/26/93
----------- ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,269 $ 2,745

Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,926 2,116
Provision for losses on accounts receivable 36 (4)
Loss (gain) on sale or disposal of fixed assets -- (1)
Change in assets and liabilities (net of the effect of purchases of
businesses) :
Decrease (increase) in accounts receivable 2,843 (90)
Decrease (increase) in inventories 427 (719)
Increase in net assets of discontinued operations (2,965) (800)
Decrease (increase) in prepaid and other assets 1,536 (506)
Decrease in accounts payable (133) (313)
Decrease in accrued compensation (2,047) (746)
Decrease in accrued income taxes (824) (385)
Decrease in other liabilities (2,573) (1,507)
----------- ------------
Net cash used in operations (505) (210)
----------- ------------

Cash Flow from Investing Activities:
Purchase of businesses (15,320) (22,430)
Capital expenditures (1,973) (2,127)
Proceeds from the sale of fixed assets 40 1
Decrease (increase) in notes receivables 302 (304)
----------- ------------
Net cash used in investing activities (16,951) (24,860)
----------- ------------

Cash Flow from Financing Activities:
Payments to acquire treasury stock (1,865) -
Payments on long-term debt (4,701) (6,607)
Proceeds from long-term debt 22,021 29,987
Proceeds from short-term debt -- 1,201
Proceeds from issuance of stock under stock option plan 331 233
Dividends paid (646) (616)
----------- ------------
Net cash provided by financing activities 15,140 24,198
----------- ------------

Net Decrease in Cash and Cash Equivalents (2,316) (872)
Cash and Cash Equivalents at Beginning of Year 3,027 1,505
----------- ------------
Cash and Cash Equivalents at End of Period $ 711 $ 633
=========== ============

Supplemental Information:
Interest payments $ 1,341 $ 479
Income tax payments $ 1,184 $ 2,092
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE> 7

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

(In Thousands of Dollars Except Share Data)

<TABLE>
<CAPTION>
ADDITIONAL OTHER
FOR THE SIX MONTHS COMMON STOCK TREASURY STOCK PAID-IN RETAINED STOCKHOLDERS'
ENDED SEPTEMBER 25, 1994 SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS EQUITY TOTAL
- - ------------------------- --------- ------- -------- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, March 31, 1994 5,189,104 $ 52 -- $ -- $ 45,283 $ 22,186 $ (1,568) $ 65,953

Net Income -- -- -- -- -- 1,269 -- 1,269

Cash dividends
($.125 per share) -- -- -- -- -- (646) -- (646)

Unrealized investment
holding losses -- -- -- -- -- -- (648) (648)

Purchase of treasury stock -- -- (152,500) (1,865) -- -- -- (1,865)

Issuance of stock under
stock option plan 17,877 1 -- -- 205 -- -- 206

Issuance of stock under
incentive bonus plan 31,386 -- -- -- 291 -- (166) 125

Foreign translation
adjustments -- -- -- -- -- -- 22 22
- - ------------------------- --------- ------- -------- ---------- ---------- --------- --------- ---------

Balance, September 25, 1994 5,238,367 $ 53 (152,500) $ (1,865) $ 45,779 $ 22,809 $ (2,360) $ 64,416
========= ======= ======== ========== ========== ========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE> 8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands of Dollars)

NOTE 1. Earnings Per Share:

Earnings per share are based on the weighted average number
of common shares and common stock equivalents (stock
options) outstanding during each period. In computing
earnings per share, common stock equivalents were either
anti-dilutive because of the market value of the stock or
not material, and, therefore, have been excluded from the
calculation.

NOTE 2. Inventories:

Inventories are summarized as follows:

<TABLE>
<CAPTION>
9/25/94 3/31/94
------- -------
<S> <C> <C>
Finished goods $ 6,723 $ 5,057

Work-in-process 5,877 7,589

Purchased and manufactured
parts 25,742 23,140
--------- ----------
Total inventories $ 38,342 $ 35,786
========= ==========
</TABLE>

NOTE 3. Long-term Debt Payable to Banks and Others

In connection with the Industrial Retaining Ring Company
acquisition, on September 9, 1994, the Company obtained a $15
million term loan with the same lender as the revolving
credit line andsecured by the same collateral. This term
loan is due and payable in equal quarterly installments of
$937,500 commencing on December 31, 1995. Interest accrues
at the lending bank's prime rate and is payable monthly.

NOTE 4. Discontinued Operations:

In March 1994, the Company completed the sale of its Federal
Laboratories division. Pursuant to such sale, the Company
recorded an after-tax disposal gain of $71 thousand for the
six month period ended September 25, 1994. This gain was
offset by $121 thousand of after-tax disposal costs, recorded
for the six months ended September 25, 1994, related to other
previously discontinued businesses. For the three month
period ended September 25, 1994, the Company recorded $88
thousand of after-tax disposal costs related to other
previously discontinued businesses. The gain and losses
consisted primarily of disposal costs different from previous
estimates associated primarily with legal and related matters.

7
<PAGE> 9

The three and six month periods ended September 26, 1993 have
been restated to reflect Federal Laboratories as a
discontinued operation.

In September 1994, the Company discontinued its chaff and
related products division. At September 25, 1994, this
division was classified for financial reporting purposes as a
discontinued operation. Accordingly, the results of
consolidated operations at September 26, 1993, have been
restated.

The loss from disposal for the three and six months ended
September 25, 1994 include a $58 thousand after-tax charge
consisting primarily of estimated legal and selling costs
related to disposal of the chaff product operation.

Operating results of the discontinued business were as follows:

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ----------------------
9/25/94 9/26/93 9/25/94 9/26/93
------- ------- ------- -------
<S> <C> <C> <C> <C>
Total Revenues $ 1,613 $ 3,703 $ 3,115 $ 7,002

Loss before income
taxes $ (709) $ (302) $ (1,462) $ (421)

Income tax benefit (309) (123) (610) (168)
------- ------- -------- -------

Loss from operations $ (400) $ (179) $ (852) $ (253)
======= ======= ======== =======
</TABLE>

The loss from operations includes interest expense of $45 thousand and
$89 thousand for the three months ended 9/25/94 and 9/26/93,
respectively, and $75 thousand and $146 thousand for the six months
ended 9/25/94 and 9/26/93, respectively.

8
<PAGE> 10
Net assets of the discontinued businesses at September 25, 1994 and
March 31, 1994 were as follows:

<TABLE>
<CAPTION>
9/25/94 3/31/94
------- -------
<S> <C> <C>
Accounts Receivable $ 1,351 $ 25

Inventory 1,767 186

Property 9,495 3,203

Other Assets 2,137 1,198

Liabilities (1,184) (303)
-------- -------
Net Assets of
Discontinued Businesses $ 13,566 $ 4,309
======== =======
</TABLE>

NOTE 5. Acquisitions

Effective August 31, 1994, the Company acquired Industrial
Retaining Ring Company and its affiliatedcompanies for a
total purchase price of $15.3 million in cash and the
assumption of $219 thousand of liabilities. Industrial
Retaining Ring Company manufactures retaining rings used in
heavy equipment and industrial machinery.

The following summarizes TransTechnology Corporation's
combined Proforma Revenue, Net Income and Earnings per Share
information as if the acquisition of Industrial Retaining
Ring Company and itsaffiliated companies had occurred at the
beginning of the period presented.

<TABLE>
<CAPTION>
Six Months Ended
---------------------------------
9/25/94 9/26/93
------- -------
<S> <C> <C>
Revenue $59,858 $52,751
======= =======
Net Income $ 2,271 $ 3,623
======= =======

Earnings per share $ 0.44 $ 0.71
====== ======
</TABLE>

9
<PAGE> 11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

All references to three month and six month periods in this
Management's Discussion refer to the three and six month periods
ended September 25, 1994 for fiscal year 1995 and the three and
six month periods ended September 26, 1993 for fiscal year 1994.
Also when referred to herein, operating profit means net sales
less operating expenses, without deduction for general corporate
expenses, interest and income taxes. The Consolidated Statement
of Operations has been restated with respect to discontinued
operations to provide a consistent basis for comparing the
performance of the Company's continuing operations for the
periods presented.

Revenue from continuing operations for the six month period in
1995 was $56.0 million, an increase of $7.3 million or 13% from
the comparable period in 1994. For the three month period in
1995 total revenue was $28.1 million, an increase of $1.0 million
or 4% from the comparable period of 1994. The increases occurred
primarily in the Industrial Products segment for both periods.

Gross profit for the six month period in 1995 increased $0.9
million or 7% from the comparable period in 1994. For the three
month period in 1995, gross profit increased $0.2 million or 2%
from the comparable period of 1994. Operating profit from
continuing operations for the six month period in 1995 was $5.7
million, a decrease of $1.5 million or 21% from the comparable
period in 1994. For the three month period in 1995 operating
profit from continuing operations was $2.8 million, a decrease of
$1.0 million or 27% from the comparable period in 1994. Changes
in sales, operating profit and new orders from continuing
operations are discussed below by segment.

Net income, including discontinued operations, for the six month
period in 1995 was $1.3 million or $.25 per share, compared to
$2.7 million or $.54 per share, for the comparable period in
1994. The three month period in 1995 experienced net income of
$0.2 million or $.04 per share compared to $1.2 million or $.24
per share for the year earlier period. Discontinued operations,
which are discussed in more detail below, accounted for losses of
$1.0 million and $0.6 million in the 1995 six month and three
month periods, respectively, and $0.3 million and 0.2 million for
the comparable six month and three month periods in 1994.

Interest expense increased $0.6 million for the three month
period in 1995, and $0.7 million for the six month period,
primarily as a result of increased bank borrowings used for the
acquisition of the Palnut fastener business and the Electrical
Specialties wiring harness business in the second quarter of the
1994 fiscal year, and the Industrial Retaining Ring business in
the second quarter of the 1995 fiscal year.

10
<PAGE> 12

New orders received during the six month period in 1995 totaled
$52.6 million, an increase of $2.7 million or 6% from 1994's
comparable period. For the three month period, new orders
totaled $27.6 million, an increase of $2.9 million or 12% from
last year's comparable period. At September 25, 1994, total
backlog of unfilled orders was $45 million. compared to
$37.4 million at September 26, 1993.

ACQUISITIONS

Effective August 31, 1994, the Company acquired all of the
outstanding capital stock of Industrial Retaining Ring Company
and its affiliated companies for a total purchase price of $14.8
million in cash and the assumption of liabilities. Additionally,
the Company purchased the life insurance contracts existing on
the former officers of Industrial Retaining Ring Company for
approximately $0.5 million in cash. Industrial Retaining Ring
Company manufactures retaining rings used in heavy equipment and
industrial machinery.

DISCONTINUED OPERATIONS

In March 1994, the Company completed the sale of its Federal
Laboratories division. Pursuant to such sale, the Company
recorded an after-tax disposal gain of $71 thousand for the six
month period ended September 25, 1994. This gain was offset by
$121 thousand of after-tax disposal costs, recorded for the six
months ended September 25, 1994, related to other previously
discontinued businesses. For the three month period ended
September 25, 1994, the Company recorded $88 thousand of after-
tax disposal costs related to other previously discontinued
businesses. The gain and losses consisted primarily of disposal
costs different from previous estimates associated primarily with
legal and related matters.

The three and six month periods ended September 26, 1993 have
been restated to reflect Federal Laboratories as a discontinued
operation.

In September 1994, the Company discontinued its chaff and related
products division. At September 25, 1994, this division was
classified for financial reporting purposes as a discontinued
operation. Accordingly, the results of consolidated operations
at September 26, 1993, have been restated.

The loss from disposal for the three and six months ended
September 25, 1994 include a $58 thousand after-tax charge
consisting primarily of estimated legal and selling costs related
to disposal of the chaff product operation.

11
<PAGE> 13
FINANCIAL SUMMARY BY PRODUCT SEGMENT
(In Thousands of Dollars)

<TABLE>
<CAPTION>
SIX MONTHS ENDED NET CHANGE
--------------------- ----------------------
9/25/94 9/26/93 $ %
------- ------- ------- -------
<S> <C> <C> <C> <C>
Operating Revenue:

Industrial Products $37,061 $25,594 $11,467 44.8
Aerospace Products 17,678 22,538 (4,860) (21.6)
------- ------- -------
Total $54,739 $48,132 $ 6,607 13.7
======= ======= =======

Operating Profit:

Industrial Products $ 4,996 $ 4,191 $ 805 19.2
Aerospace Products 748 3,055 (2,307) (75.5)
------- ------- -------
Total $ 5,744 $ 7,246 $(1,502) (20.7)

Corporate Expense (1,122)(a) (1,889)(b) 767 40.6

Interest Expense (1,196) (465) (731) (157.2)
------- ------- -------

Income from Continuing
Operations before
Income Taxes $ 3,426 $ 4,892 $(1,466) (30.0)
======= ======= =======
</TABLE>

a) The corporate expense for the six months ended September 25, 1994
has been reduced by $740 thousand from a favorable insurance
settlement.

b) The corporate expense for the six months ended September 25, 1994
and the six months ended September 26, 1993 has been reduced by
$310 thousand and $437 thousand, respectively, to reflect an
allocation made to discontinued operations.

<PAGE> 14
FINANCIAL SUMMARY BY PRODUCT SEGMENT
(In Thousands of Dollars)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NET CHANGE
--------------------- ---------------------
9/25/94 9/26/93 $ %
------- ------- ------- -------
<S> <C> <C> <C> <C>
Operating Revenue:

Industrial Products $18,469 $16,063 $ 2,406 15.0
Aerospace Products 8,696 10,815 (2,119) (19.6)
------- ------- -------
Total $27,165 $26,878 $ 287 1.1
======= ======= =======

Operating Profit:

Industrial Products $ 2,392 $ 2,362 $ 30 1.3
Aerospace Products 392 1,425 (1,033) (72.5)
------- ------- -------
Total $ 2,784 $ 3,787 $(1,003) (26.5)

Corporate Expense (1,024)(a) (1,321)(b) 297 22.5

Interest Expense (677) (115) (562) (488.7)
------- ------- -------

Income from Continuing
Operations before
Income Taxes $ 1,083 $ 2,351 $(1,268) (53.9)
======= ======= =======
</TABLE>

a) The corporate expense for the three months ended September 25, 1994
has been reduced by $165 thousand from a favorable insurance
settlement.

b) The corporate expense for the three months ended September 25, 1994
and the three months ended September 26, 1993 has been reduced by
$155 thousand and $219 thousand, respectively, to reflect an
allocation made to discontinued operations.

<PAGE> 15

INDUSTRIAL PRODUCTS SEGMENT

Sales for the industrial products segment were $37.1 million for
the six month period in 1995, an increase of $11.5 million or 45%
from the comparable period in 1994. Sales for the three month
period in 1995 were $18.5 million, up $2.4 million or 15% from
the comparable period in 1994. The increase for the six month
period was primarily due to the inclusion of six months of
operations of the Palnut fastener business and Electrical
Specialties Company industrial wiring harness business in the
1995 period compared to only two months of operations in the
comparable 1994 period. Additionally, the six and three month
periods in 1995 included one month of Industrial Retaining Ring
Company fastener operations. In the six and three month periods
in 1995, specialty fastener sales other than Palnut and
Industrial Retaining Ring were up slightly over the comparable
six month and three month periods in 1994. Offsetting these
increases, TransTechnology Systems & Services maintenance
contract sales decreased 28% and 24% in the six and three month
periods in 1995 from the comparable periods in 1994. These
decreases are largely due to reduced domestic and foreign third
party maintenance contract demand.

Operating profit for the segment was $5.0 million for the six
month period in 1995, an increase of $0.8 million or 19% from the
comparable period in 1994. The three month period showed an
operating profit of $2.4 million, which is unchanged from the
comparable period in 1994. Primary factors contributing to the
segment's increased operating profit for the six month period was
the inclusion of six months of Palnut fastener operations in the
1995 six month period versus two months of operations in the 1994
six month period, the inclusion of one month of operations of the
Industrial Retaining Ring Company and increased shipment volume
and higher product margin mix of other specialty fasteners.
These increases were largely offset in the six and three month
periods by losses incurred due to the start-up of the Electrical
Connector and Assemblies Company, low margin sales of electrical
wiring harness product and reduced third party maintenance
contract sales.

New orders increased by 20% for the six month period in 1995,
primarily due to the acquisitions mentioned above. New orders
for the three month period in 1995 were down 16% primarily due to
customer timing and placement of orders.

Backlog of unfilled orders at September 25, 1994 was $18 million,
while at September 26, 1993 backlog was $13.9 million.

AEROSPACE PRODUCTS SEGMENT

Sales for the Aerospace Products segment were $17.7 million for
the six month period in 1995, a decrease of $4.9 million or 22%
from the comparable six month period in 1994. Sales for the
three month period in 1995 were $8.7 million, down $2.1 million
or 20% from the comparable period in 1994. Hoists and winches
and related spare parts, and electrical cable and conduit sales
were down 24% and 39%, respectively, for the six month period in 1995,
and 19% and 46% for the three month period, respectively, primarily
due to delays in the timing of customers placing new orders in the
current year periods and reduced overall demand for rescue hoist and
winch products. Cargo hook, tie-down and electrical connector sales
in the six and three month periods in 1995 were relatively unchanged
from the comparable 1994 periods.

14
<PAGE> 16

Operating profit for the segment was $0.7 million for the six
month period in 1995, a decrease of $2.3 million or 76% from the
comparable period in 1994. The three month period had an
operating profit of $0.4 million, a decrease of $1.0 million or
73% over the comparable period in 1993. The primary factors
contributing to the segment's decrease in operating profit in the
current year periods were the lower hoist and winch and related
spare parts sales, the lower cable and conduit sales and reduced
margins in the hoist and winch and related spare parts and cargo
hook lines. The reduced margins were due mainly to shipments of
low margin contracts during the current six and three month
periods.

New orders decreased 12% for the six month period in 1995, and
increased 47% for the three month period. New orders in the six
month period for hoists and winches and related spare parts
decreased 35%, and new orders for electrical cables decreased
14%, primarily due to customer timing and placement of new orders
and the general slowdown in the military and aerospace
industries. New orders for all other aerospace products lines
increased in the six month period and all of the aerospace
product lines experienced new order increases in the three month
period, primarily due to customer timing and placement of new
orders.

Backlog of unfilled orders at September 25, 1994 was $26.9
million, while at September 26, 1993 backlog was $29.4 million.

Sales related to United States Government contracts, which
consist primarily of defense contracts and represented
approximately 20% of the Company's total sales in fiscal year
1994, have been declining in recent years. Management remains
concerned with the continued trend toward reductions in defense
spending by the United States government. However, many of the
Company's programs, as well as spare parts requirements for these
programs, are expected to continue for several years, and the
Company continues to pursue and is currently implementing its
strategy of developing its non-defense businesses through
acquisitions and refocused foreign and commercial market
attention.

LIQUIDITY AND CAPITAL RESOURCES

The Company's debt-to-capitalization ratio was 45% as of
September 25, 1994, compared to 34% as of March 31, 1994. The
current ratio at September 25, 1994, stood at 5.14 compared to
3.49 at March 31, 1994. Working Capital was $66.2 million at
September 25, 1994, up $12.4 million from March 31, 1994.

At September 25, 1994, the Company's debt consisted of $27.2
million of borrowings under a revolving bank credit line, bank
term loans of $15 million and $8.8 million, and $1.0 million of
other borrowings. In connection with the Industrial Retaining
Ring Company acquisition, in September, 1994, the Company
obtained a $15 million term loan with the same lenders as the
revolving credit line and secured by the same collateral. This
term loan is due and payable in equal quarterly installments of
$938 thousand commencing on December 31, 1995. Interest accrues
at the lending bank's prime rate and is payable monthly. The
revolving bank credit line lending commitment is $35 million.
This commitment will be available to the Company through
September 30, 1995 and is subject to a borrowing base formula.
The agreement provides for borrowings and letters of credit based
on collateralized accounts receivable and inventory. All fixed
assets other than real property with the exception of certain
real property located in Mountainside, New Jersey, are also
included as collateral. Letters of credit, which are included

15
<PAGE> 17

in the borrowing base formula, are limited to $5 million. Letters
of credit under the line at September 25, 1994 were $2.1 million.
Interest is accrued at the lending bank's prime rate or, at the
Company's option, the London Interbank Offered Rate (LIBOR) plus
two percentage points, which the Company utilized for $25 million
of its outstanding debt. The agreement contains customary
operating and financial covenants typical to this form of
financing and further provides that the sum of each fiscal year's
quarterly dividend payments cannot exceed 25% of the Company's
annual net income in that year. The $8.8 million term loan is
with the same lenders as the revolving credit line, is secured by
the same collateral, and is due and payable on August 31, 1998.
Principal payments of $360 thousand are due and payable on the
last day of each quarter through June 30, 1998, with a final
balloon payment of $3 million due and payable on August 31, 1998.
Interest accrues at the lending bank's prime rate and is payable
monthly.

On May 13, 1994, the Company obtained authorization from its
lender to repurchase up to 200,000 shares of the Company's common
stock at an aggregate price not to exceed $2.5 million. Through
September 25, 1994, the Company had repurchased 152,500 shares.

Management believes that the Company's anticipated cash flow from
operations, combined with the bank credit described above, will
be sufficient to support current and forecasted working capital
requirements and dividend payments. Capital expenditures in the
six month period in 1995 were $2.0 million as compared with $2.1
million in the comparable period in 1994. The Company's two
segments have similar cash flow requirements.

16
<PAGE> 18

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1 TransTechnology Corporation Amended and Restated 1992
Long Term Incentive Plan. (Incorporated by reference
to registrant's Proxy Statement dated August 9, 1994.)

10.2 Director Stock Option Agreement.

10.3 Restricted Stock Award Agreement.

11 Statement of Computation of Per Share Earnings

27 Financial Data Schedule

(b) A report on Form 8-K was filed on September 12, 1994, as amended
by Form 8-CIA filed on November 4, 1994, reporting the Company's
acquisition of all of the outstanding stock of Industrial
Retaining Ring Company and of Retainers, Inc. and substantially
all of the assets of Industrial Advertising. Industrial
Retaining Ring Company manufactures retaining rings used in heavy
equipment and industrial machinery.

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.

TRANSTECHNOLOGY CORPORATION
(Registrant)

Dated: November 9, 1994 By: /s/ Chandler J. Moisen
--------------------------------
CHANDLER J. MOISEN,
Senior Vice President
and Chief Financial
Officer*

* On behalf of the Registrant and as Principal Financial Officer.

17
<PAGE> 19
EXHIBIT INDEX
-------------

Exhibit No. Description
- - ----------- -----------

10.1 TransTechnology Corporation Amended and Restated 1992
Long Term Incentive Plan. (Incorporated by reference
to registrant's Proxy Statement dated August 9, 1994.)

10.2 Director Stock Option Agreement.

10.3 Restricted Stock Award Agreement.

11 Statement of Computation of Per Share Earnings.

27 Financial Data Schedule.

<PAGE> 1

EXHIBIT 10.2

TRANSTECHNOLOGY CORPORATION

DIRECTOR STOCK OPTION AGREEMENT

Agreement dated as of September 15, 1994 between TransTechnology
Corporation, a Delaware corporation (the "Company"), and __________________
("Optionee"), residing at ______________________________________________.

Whereas, pursuant to the TransTechnology Corporation Amended and
Restated 1992 Long Term Incentive Plan of the Company (the "Plan"), the Board
of Directors and shareholders have authorized the granting to Optionee of an
incentive stock option to purchase shares of common stock of the Company upon
the terms and conditions hereinafter stated.

NOW THEREFORE, in consideration of the covenants herein set forth,
the; parties agree as follows:

1 . Shares & Price. The Company grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein
stated and the terms and conditions of the Plan, all or any
part of _____ shares of common stock ($.01 par value) of the
Company (the "Shares"), for cash at the price of $_____ per
share.

2. Term of Option. This option shall expire on September 15,
1999.

3. Installments. Subject to the provisions hereof, this option
shall become exercisable on September 15, 1995.

4. Exercise. This option may only be exercised by delivery to
the Company of (i) a written notice of exercise, in form
acceptable to the Company, stating the number of Shares then
being purchased hereunder, and (ii) a check, or cash, in the
amount of the purchase price of such shares (or, at the
discretion of the Board of Directors, with Shares of Company
with a market value equal to the purchase price at date of
exercise).

5. Termination of Service as a Director. If Optionee ceases to
be a director of the Company for any reason other than his
death or disability, either Optionee or the person entitled to
succeed to his rights hereunder shall have the right, at any
time within ninety day after such termination and, prior to
the expiration. of this option pursuant to Paragraph 2 hereof,
to exercise this option to the extent, but only to the extent,
that this option was exercisable and had not

18
<PAGE> 2
previously been exercised at the date of such termination of
employment; provided, however, that all rights under this
option shall expire in any event on the day specified in
Paragraph 2 hereof or ninety days after Optionee terminates
service as a Director, whichever first occurs.

6. Death of Optionee & No Assignment. The option shall not be
assignable or transferable except by will or by the laws of
descent and distribution and shall be exercisable during his
lifetime only by the Optionee, If Optionee shall become
disabled or die while in the employ of the Company, the
Optionee or the person entitled to succeed to his rights
hereunder may exercise this option until the first to occur of
(i) the date one year from the date of the Optionee's
disability or death, or (ii) the date such option expires
pursuant to Paragraph 2 hereof to the extent that Optionee was
entitled to exercise this Option at the date of his disability
or death.

7. Service of Optionee. In consideration of the granting of this
Option by the Company, the Optionee agrees to render faithful
and efficient services to the Company as a director for a
period of at least one year from the date this Option is
granted.

8. No Rights as Stockholders. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Option
until the date of the issuance of stock certificates to him.
No adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock
certificates are issued pursuant to the exercise of options
granted hereunder.

9. Modification and Termination. The rights of Optionee are
subject to modification and termination in certain events as
provided in the Plan.

10. Shares Purchased for Investment. Optionee represents and
agrees that if he exercises this option in whole or in part,
he shall acquire the shares upon such exercise for the purpose
of investment and not with a view to their resale or
distribution. The Company reserves the right to include a
legend of each certificate representing shares subject to this
option, stating in effect that such shares have not been
registered under the Securities Act of 1933 as amended.

11. This Agreement Subject to Plan. This agreement is made
pursuant to all of the provisions of the Plan, and is
intended, and shall be interpreted in a manner, to comply
therewith. Any provision hereof inconsistent with the Plan
shall be superseded and governed by the Plan.

19
<PAGE> 3
12. Gender. Unless the context otherwise requires, the masculine
gender includes the feminine.

13. Notices. Any notices or other communication required or
permitted hereunder shall be sufficiently given if delivered
personally or sent by registered or certified mail, postage
prepaid, to the Company at its corporate headquarters, and to
the Optionee at the address above, or to such other address as
shall be furnished in writing by either party to the other
party, and shall be deemed to have been given as of the date
so delivered or deposited in the United States mail, as the
case may be.

IN WITNESS WHEREOF, the parties hereto have executed this agreement.

TRANSTECHNOLOGY CORPORATION
("Company")

--------------------------
Michael J. Berthelot
Chairman President and CEO

("Optionee")

--------------------------
Optionee Name

Grant Number: 00
----

VD:2033

<PAGE> 1
EXHIBIT 10.3

Participant:

No. of Shares:

TRANSTECHNOLOGY CORPORATION

Restricted Stock Award Agreement

This Agreement is entered into as of this 15th day of September, 1994,
by and between TransTechnology Corporation, a Delaware corporation (the
"Company"), and the undersigned participant in the Company's 1992 Long Term
Incentive Plan (the "Participant").

RECITALS

A. Pursuant to the Company's Amended and Restated 1992 Long Term
Incentive Plan (the "Plan"), the Board of Directors and the
shareholders have authorized an award to Participant of shares of the
Company's Common Stock, par value $.01 per share (the "Restricted
Stock") as remuneration for services as a director.

B. Pursuant to the Plan, the Restricted Stock to be so awarded shall be
issued subject to certain conditions and restrictions, which
conditions and restrictions are set forth in this Agreement.

THEREFORE, in consideration of the covenants herein set forth, the
parties agree as follows:

1. Award; Acceptance of Award. Subject to the terms and
conditions contained herein, the Company shall issue to
Participant, as an award pursuant to the Plan and without
payment by Participant of any consideration therefor, _______
shares of Restricted Stock, and Participant hereby accepts
such award.

2. Forfeiture of Restricted Stock Upon Termination of Employment.
In the event that Participant ceases to be a director of the
Company or any corporation a majority of the voting stock of
which is owned by the Company (a "Subsidiary") for any reason
whatsoever (including without limitation by reason of the
termination of such service by the Company or a Subsidiary
with or without cause, by reason of disability, death or
retirement or by reason of Participant resigning voluntarily)
on or before September 14, 1995, then the shares of Restricted
Stock awarded pursuant to this Agreement shall thereupon
automatically, and without further notice, demand, period of

21
<PAGE> 2
time or legal or administrative proceeding, be forfeited and
cancelled, and all right, title and interests therein of
Participant shall terminate and expire, without payment by the
Company or any Subsidiary of any consideration therefor and
without any liability on the part of the Company or any
Subsidiary.

Notwithstanding the foregoing, the Participant may elect to
extend the period during which shares of Restricted Stock are
subject to forfeiture and cancellation (the "Restriction
Period") as follows. If the Participant desires to extend the
Restriction Period, the Participant shall deliver to the
Company a written request that the Restriction Period be
extended for a specified period or until a specified event.
Such election shall be subject in each case to the Board of
Directors' approval and to such terms as are determined by the
Board, all in its sole discretion. The Board shall notify the
Participant of its approval and such terms as have been
determined by the Board, or of its disapproval (as the case
may be), within 60 days of its receipt of the Participant's
written request to extend the Restriction Period.

3. Forfeiture Procedures. If, pursuant to Sections 2 or 7 of this
Agreement, any shares of Restricted Stock are forfeited and
cancelled, such forfeiture and cancellation shall be
documented pursuant to the appropriate one of the following
procedures:

(a) If a certificate or certificates representing the
number of shares of Restricted Stock so forfeited and
cancelled are in the possession of the Company
pursuant to Section 4 hereof, then the officer of the
Company having custody of such certificate shall,
forthwith upon the occurrence of the event resulting
in such forfeiture and cancellation, transmit such
certificates to the Company's transfer agent and
registrar (or, if the Company has no such transfer
agent or registrar, then to the appropriate officer
of the Company) with information as to the number of
shares so forfeited and cancelled and, if the
certificates evidence a number of shares greater than
the amount to be so cancelled, with instructions that
a certificate representing the shares not so
cancelled be issued in the name of the Participant;
and

(b) If, pursuant to the provisions of Sections 2 or 7 of
this Agreement, any shares of Restricted Stock are
forfeited and cancelled and the Company does not have
in its possession a certificate or certificates
representing the shares so forfeited and cancelled,
then the Participant shall, upon written demand from
the Company, furnish to the Company a certificate
duly endorsed and assigned to the

22
<PAGE> 3
Company representing the number of shares of
Restricted Stock so forfeited and cancelled and, upon
its receipt thereof, the Company shall follow the
procedures indicated in the preceding paragraph.

The Participant agrees to provide the Company, upon
its request therefor, with one or more stock
assignments separate from certificate, executed by
the Participant without completing the information as
to share amount transferred or name of transferee,
and with such other and further instruments of
assignment or other documents which may be reasonably
required in order to implement the forfeiture and
cancellation provisions of Sections 2 and 7 of this
Agreement.

4. Issuance of Restricted Stock; Retention of Certificate by
Company. Within a reasonable time after the execution of this
Agreement by the Company and the Participant, the Company
shall issue, in the name of the Participant as the registered
holder thereof, certificates representing, the number of
shares of Restricted Stock awarded pursuant to Section 1
hereof. At the time of such issuance and at all times
thereafter, the Company shall deliver to Participant, upon the
Participant's request, one or more certificates (in such
denominations as the Participant may direct) representing in
the aggregate a number of shares of Common Stock which does
not at any time exceed the number of shares not subject to
forfeiture and cancellation under Section 2 hereof.

5. Stock Splits, Stock Dividends, Mergers and Reorganizations.
If, at any time or from time to time when there are shares of
Restricted Stock subject to forfeiture and cancellation under
Section 2 hereof:

(a) There is any stock dividend or liquidating dividend
of cash and/or property, stock split or other change
in the character or amount of any of the outstanding
securities of the Company; or

(b) There is any consolidation, merger or sale of all, or
substantially all, of the assets of the Company;

then, in such event, any and all new, substituted or
additional securities or other property to which the
Participant is entitled by reason of his or her
ownership of the shares of Restricted Stock which are
so subject to forfeiture and cancellation shall be
immediately and similarly subject to such forfeiture
and shall be included in the words and treated as
"Restricted Stock" for all

23
<PAGE> 4
purposes of such forfeiture provisions and all other
terms and conditions hereof with the same force and
effect as the original shares of Restricted Stock
subject to such forfeiture provisions.

Notwithstanding the above, upon the dissolution or
liquidation of the Company or upon any
reorganization, merger or consolidation in which the
Company does not survive, the forfeiture and
cancellation provisions of Section 2 shall terminate
as to any shares of Restricted Stock not previously
forfeited and cancelled pursuant to such provisions.

6. Indemnification of Company. The Participant hereby agrees to
indemnify the Company and to hold the Company harmless from
and against any loss, liability, cost or expense, including
attorneys' fees and expenses, which the Company may incur or
to which the Company may be subject by any reason of or based
upon the fact that the Company has custody of any certificates
representing Restricted Stock retained in accordance with
Section 4 hereof and that such stock, or any right, title or
interest therein, may become involved in any legal,
administrative or arbitration proceeding.

7. Transfer or Hypothecation of Stock. The Participant agrees
that he or she will not transfer, sell, pledge, assign or in
any other way hypothecate, alienate or dispose of any shares of
Restricted Stock awarded under this Agreement so long as such
shares are subject to forfeiture and cancellation under
Section 2 hereof. It is agreed that if the Participant does,
or attempts to do, or suffers any of such prohibited acts or
events specified in the immediately preceding sentence, then
forthwith upon the occurrence of such act or event such shares
shall be automatically forfeited and cancelled, without
payment by the Company of any consideration therefor and
without any notice, demand, period of time or legal or
administrative proceeding.

8. Ownership Rights. Subject only to the provisions of this
Agreement, the Participant shall have all of the rights,
powers and privileges of an owner of shares of Common Stock,
including without limitation the right to vote such shares and
to receive non-liquidating cash dividends and non-liquidating
distributions thereon, with respect to shares of Restricted
Stock awarded hereunder notwithstanding that certificates
representing any or all of such shares are retained by the
Company pursuant to Section 4 hereof; provided, however, that
all such rights shall terminate automatically with respect to
any shares forfeited and cancelled pursuant to Sections 2 or 7
of this Agreement.

24
<PAGE> 5
9. Endorsement on Share Certificates. The Participant agrees that
the certificates representing any Restricted Stock subject to
the forfeiture and cancellation provisions of Section 2 may
have endorsed upon them in a conspicuous manner a legend in
substantially the following form:

"THE VOLUNTARY OR INVOLUNTARY TRANSFER OR ENCUMBRANCE
OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED BY, AND SUCH SHARES ARE SUBJECT TO, THE
PROVISIONS OF A CERTAIN AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER HEREOF (WHICH AGREEMENT,
AMONG OTHER THINGS, SUBJECTS SUCH SHARES TO POSSIBLE
FORFEITURE AND CANCELLATION), A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON
REQUEST WITHOUT CHARGE."

When the forfeiture and cancellation provisions of Section 2
hereof expire or terminate as to any of such shares, the
Company shall, upon the Participant's request and at no charge
to the Participant, exchange the certificates representing the
shares that contain the endorsement provided for herein for
new certificates representing those of the shares as to which
such rights have expired or terminated containing no such
endorsement and certificates containing such endorsement
representing the balance of the shares as to which such rights
have not expired or terminated.

10. Governing Law. This Agreement and the rights and obligations
of the parties hereto shall be governed by and construed in
accordance with the internal substantive laws of the State of
Delaware.

11. Notices. Any notice or other communication required or
permitted hereunder shall be sufficiently given only if
delivered personally or sent by registered or certified mail,
postage prepaid, to the Company at its principal place of
business, or to the Participant at the address below or any
address of Participant appearing on the Company's stock
records, or to such other address or addresses as shall be
furnished in writing in the foregoing manner by either party
to the other party, and shall be deemed to have been

25
<PAGE> 6
given as of the date so personally delivered or two days after
the date deposited in the United States mail, as the case may
be.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

TRANSTECHNOLOGY CORPORATION

By: Valentina Doss

------------------------
[Signature]

Its: Vice President, General
Counsel and Secretary

PARTICIPANT

Name:

------------------------
[Signature]

Address:

VD:1855

<PAGE> 1
EXHIBIT 11

STATEMENT OF THE COMPUTATION OF PER SHARE EARNINGS
IN ACCORDANCE WITH INSTRUCTION 4(g)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- ------------------------------
9/25/94 9/26/93 9/25/94 9/26/93
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary earnings per share:

Weighted average number
of common shares outstanding 5,120,710 5,134,194 5,151,699 5,128,147

Dilutive effect of stock
option plan - (a) - (a) - (a) - (a)
--------- --------- --------- ---------
5,120,710 5,134,194 5,151,699 5,128,147
========= ========= ========= =========

Net income $ 197,000 $1,231,000 $1,269,000 $2,745,000
========== ========== ========== ==========

Primary earnings per share $ 0.04 $ 0.24 $ 0.25 $ 0.54
========== ========== ========== ==========
</TABLE>

(a) The inclusion of stock options in the calculation of primary earnings per
share was either anti-dilutive or not material as per APB 15.

<ARTICLE> 5
<LEGEND>
TRANSTECHNOLOGY CORPORATION
COMMERCIAL & INDUSTRIAL COMPANIES
FINANCIAL DATA SCHEDULE
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1994
<PERIOD-END> SEP-25-1994
<CASH> 711
<SECURITIES> 0
<RECEIVABLES> 26,845
<ALLOWANCES> 288
<INVENTORY> 38,342
<CURRENT-ASSETS> 82,246
<PP&E> 50,471
<DEPRECIATION> 18,428
<TOTAL-ASSETS> 138,045
<CURRENT-LIABILITIES> 16,004
<BONDS> 51,966
<COMMON> 53
0
0
<OTHER-SE> 4,225
<TOTAL-LIABILITY-AND-EQUITY> 138,045
<SALES> 54,621
<TOTAL-REVENUES> 55,966
<CGS> 40,680
<TOTAL-COSTS> 11,860
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 1,198
<INCOME-PRETAX> 3,426
<INCOME-TAX> 1,197
<INCOME-CONTINUING> 2,229
<DISCONTINUED> (960)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,269
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25

</TABLE>