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                    GODDARD INDUSTRIES, INC.
                      705 Plantation Street
                 Worcester, Massachusetts 01605

                   NOTICE OF ANNUAL MEETING OF
                          STOCKHOLDERS
                    To Be Held March 8, 1996



To The Stockholders of
   Goddard Industries, Inc.

      Notice   is  hereby  given  that  the  Annual  Meeting   of
Stockholders   of  Goddard  Industries,  Inc.,  a   Massachusetts
corporation, will be held on Friday, March 8, 1996 at 11:00  a.m.
at   The   Beechwood  Inn,  363  Plantation  Street,   Worcester,
Massachusetts for the following purposes:

         1.                        To elect one director to  hold
         office until the 1999 Annual Meeting of Stockholders and
         until his successor is duly elected and qualified.

         2.                        To  consider and act upon  any
         matters  incidental  to the foregoing  purpose  and  any
         other matters which may properly come before the meeting
         or any adjournments thereof.

Information  regarding matters to be acted  upon  at  the  Annual
Meeting  of  Stockholders is contained  in  the  proxy  statement
attached to this notice.

      Only  stockholders of record at the close  of  business  on
January  12, 1996 are entitled to notice of, or to vote at,  such
meeting or any adjournments thereof.

                                           By Order of the Board of Directors


                                                          Joel M. Reck, Clerk

Worcester, Massachusetts
January 29, 1996

      You are cordially invited to attend this meeting in person,
but  if  you cannot do so, please complete, date, sign and return
the  accompanying  proxy at your earliest convenience.   A  reply
envelope is provided for this purpose, which needs no postage, if
mailed in the United States.


                    GODDARD INDUSTRIES, INC.
                         PROXY STATEMENT
               For Annual Meeting of Stockholders
                 To be Held Friday, March 8 1996



      This  proxy statement is furnished in connection  with  the
solicitation  of  proxies by the Board of  Directors  of  Goddard
Industries,  Inc. (referred to hereinafter as the "Company")  for
use  at  the Annual Meeting of Stockholders to be held  at  11:00
a.m.  on  Friday,  March  8,  1996  at  The  Beechwood  Inn,  363
Plantation   Street,   Worcester,  Massachusetts   and   at   any
adjournment    or    adjournments   thereof   (the    "Meeting").
Solicitation  of  proxies may be made  in   person  or  by  mail,
telephone   or  telegram  by  directors,  officers  and   regular
employees  of  the Company, for which no additional  compensation
will   be  received.   The  Company  may  also  request   banking
institutions,  brokerage firms, custodians,  trustees,   nominees
and   fiduciaries  to  forward  solicitation  material   to   the
beneficial owners of Common Stock held of record by such  persons
and the Company will reimburse the forwarding expense.  All costs
of  preparing, printing, assembling and mailing the form of proxy
and proxy statement will be borne by the Company.  It is expected
that  this  proxy statement and the accompanying  proxy  will  be
mailed  to  the stockholders on or about January 29,  1996.   The
principal  executive offices of the Company are  located  at  705
Plantation Street, Worcester,  Massachusetts 01605.

      Only  stockholders of record at the close  of  business  on
January  12, 1996 are entitled to notice of, and to vote at,  the
Meeting.  As of that date, there were outstanding and entitled to
vote  2,032,804  shares  of Common Stock,  $.01  par  value  (the
"Common Stock"), of the Company.  Each share is entitled  to  one
vote  on  all  matters  to come before the Meeting.   Provided  a
quorum  (consisting of a majority of the shares  outstanding  and
entitled  to  vote)  is present in person  or  by  proxy  at  the
meeting,  a  plurality  of  the votes cast  for  any  nominee  is
required for election of directors.  Under Massachusetts law  and
the  Company's  By-laws,  all shares present  or  represented  by
proxy,  whether they vote or abstain, will be counted as  present
for  purposes  of  determining  a  quorum  and  for  purposes  of
determining  the number of shares present and entitled  to  vote.
Accordingly, abstentions, including broker non-votes,  will  have
no  effect  on  the  outcome  of the vote  for  the  election  of
directors.

      The enclosed proxy, if executed and returned, will be voted
as  directed on the proxy and, in the absence of such  direction,
for  the  election of the nominee as director, and in  accordance
with their best judgment by the proxies if any other matter shall
properly  come before the Meeting.  The proxy may be  revoked  at
any  time  prior  to exercise by filing with  the  Clerk  of  the
Company  a written revocation, by executing a proxy with a  later
date,  or  by attending and voting at the Meeting.  The Board  of
Directors  knows of no matters, other than election of directors,
to be presented for consideration at the Meeting.

      The  Annual Report to Stockholders of the Company  for  the
fiscal year ended September 30, 1995, including audited financial
statements,  is being mailed to each of the stockholders  of  the
Company simultaneously with this proxy statement.


                         PROPOSAL NO. 1
                      ELECTION OF DIRECTORS


      At  the  Meeting,  one director (constituting  25%  of  the
present  Board of Directors) is to be elected to serve until  the
1999  annual  meeting of stockholders and until his successor  is
elected  and qualified.  The proxy cannot be voted for a  greater
number of persons than one.

     The Company's Restated Articles of Organization, as amended,
and  By-laws  and  the  Massachusetts  Business  Corporation  Law
provide  that the Board of Directors shall be composed  of  three
classes of directors, one class to be elected each year.

     It is the intention of the persons named in the accompanying
form  as proxies to vote for the election of Jacky Knopp, Jr.  to
the  class  of  directors indicated, and for the term  set  forth
therein.   In the unanticipated event that the nominee is  unable
to  serve,  the  persons  named as proxies  will  vote  for  such
substitute,  if  any,  as  the present  Board  of  Directors  may
designate  or  to reduce the number of directors.  Directors  are
elected  by  a  plurality  of  the votes  cast  for  election  of
directors.

Information As To Officers, Directors and Beneficial Owners

      The  following table sets forth certain information, as  of
November  30,  1995,  with respect to the nominee,  each  of  the
directors whose term extends beyond the Meeting, all officers and
directors  as  a group (5 persons) and each  person  owning  five
percent  or  more of the Company's Common Stock.  This  table  is
based on information furnished by such persons.


          Number of Shares of
          Common Stock        Year Term
Name, Age and Principal Occupation Director
Since     Beneficially
Owned (1) Percent
of Class  Would Expire
and Class

Benjamin Dubin, 78  1965 20,750 (2)     1.0% 1998
President, Dubin Wool Stock Company, Inc. (wool waste)
Class 2
52 Kinnicutt Road, Worcester, MA

Dr. Jacky Knopp, Jr., 73 1972 72,000 (3)     3.5% 1996
President, Crosby Research Associates                      Class
3
(marketing and management consultants)
211 Delamere Road, Buffalo, New York;
Account Executive, Moors & Cabot, Inc.
(stock brokerage firm)
4575 Main Street, Amherst, New York;
Professor Emeritus of Canisius College,
Buffalo, New York

Saul I. Reck, 77    1959 321,955 (4)    15.3%     1997
President of the Company                     Class 1

Lyle E. Wimmergren, 64   1978 --   --   1998
Professor Emeritus of Management                     Class 2
Worcester Polytechnic Institute
55 Liberty Hill Road, Henniker, NH

All executive officers and directors as a group   --   482,605
(5)  22.9%     --
(5 persons)

Robert E. Humphreys --   457,950 (6)    22.5%     --
64 Alcott Street, Action, MA

Joseph A. Lalli     --   183,550 (7)    9.0% --
6 Middlemont Way, Stow, MA



         (1)                       Unless  otherwise noted,  each
         person  identified possesses sole voting and  investment
         power.
         (2)                      Includes 6,750 shares owned  by
         Mr.  Dubin's  wife, as to which he disclaims  beneficial
         interest.
         (3)                       Includes  36,000 shares  owned
         Dr.  Knopp's  wife, as to which he disclaims  beneficial
         interest.
         (4)                       Includes 5,250 shares held  by
         Mr.  Reck's  wife,  as to which he disclaims  beneficial
         interest.   Also  includes an option to purchase  75,000
         shares held by Mr. Reck.
         (5)                       In  addition  to  the  matters
         noted above in (2)-(4), includes 19,900 shares owned  by
         an officer jointly with his wife.
         (6)                       Mr. Humphreys has reported  to
         the  Company that a Schedule 13D, Amendment No.  5,  was
         filed   with  the  Securities  and  Exchange  Commission
         indicating  that as beneficial owner, he has sole  power
         to  vote and dispose of 217,650 shares, and shared power
         to  vote  and dispose of 225,300 shares by virtue  of  a
         power  of attorney over the investment accounts of seven
         persons.   Mr.  Humphreys  and  certain  other  persons,
         acting  as  a  group, beneficially own an  aggregate  of
         457,950 shares.
         (7)                       Mr. Lalli has reported to  the
         Company that a Schedule 13D, Amendment No. 6, was  filed
         with  the  Securities and Exchange Commission indicating
         that he has sole voting and dispositive power of 154,050
         shares and shared voting and dispositive power with  his
         wife of 29,500 shares.

     All  of the directors have had the same principal occupation
for the last five years, except that the Amherst, New York office
of Moors & Cabot, Inc. at which Dr. Knopp is an account executive
was  previously owned by other brokerage firms, and each  of  Dr.
Knopp  and Mr. Wimmergren has become a professor emeritus at  his
institution.   Saul  I.  Reck is the brother-in-law  of  Benjamin
Dubin,  a director of the Company, and is the father of  Joel  M.
Reck, Clerk of the Company.

     The  Board  of Directors of the Company held three  meetings
during  the  fiscal year ended September 30, 1995.  Each  present
director  attended at least 75% of the meetings of the  Board  of
Directors and of all committees of which he was a member.

     The  Board  of  Directors  has  an  Audit  Committee  and  a
Compensation  Committee,  both composed  of  Dr.  Knopp  and  Mr.
Wimmergren.  The Audit Committee, which met twice during the last
fiscal  year,  is  charged  with recommending  to  the  Board  of
Directors retention of a firm of independent accountants and with
reviewing  the Company's internal audit and accounting  controls,
the  report  of  the  independent accountants and  the  financial
statements of the Company.  The Compensation Committee, which met
twice   during   the  last  fiscal  year,  is   responsible   for
recommending  salary  and  bonus  levels  of  officers  and   key
employees.   There is no Nominating Committee  of  the  Board  of
Directors.   The  Board  of Directors as a  whole  will  consider
nominees  for  director  submitted  to  it  in  writing  by   any
shareholder.

Executive Compensation

     The  following  table sets forth information concerning  the
annual  compensation for the chief executive  officer  (the  only
executive  officer of the Company whose annual salary  and  bonus
exceeded $100,000) for services in all capacities to the  Company
during the last three fiscal years.

                   SUMMARY COMPENSATION TABLE

                                            Annual Compensation

                    Other Annual
Name and  Fiscal Year    Salary    Bonus (1) Compensation (2)
Principal Position  Ended     ($)  ($)  ($)


Saul I. Reck   9/30/95   $115,000  $55,000   $10,000
   President & 10/1/94    115,000  0     10,000
   Treasurer   10/2/93    110,000  30,000     10,000





      (1)   Under the terms of his Employment Agreement with
the Company described below, Mr. Reck is entitled to receive
a  bonus equal to 10% of the amount by which Company pre-tax
profits exceed specified base amounts.

      (2)   Consists of cash payments to Mr. Reck to be used
for purchase of retirement benefits.

      The  following table shows information concerning  the
exercise of stock options during fiscal 1995 and the  fiscal
year-end value of unexercised options and stock appreciation
rights.

             AGGREGATED OPTION/SAR EXERCISES IN LAST
            FISCAL YEAR AND FY-END OPTION/SAR VALUES

               Number of Securities     Value of Unexercised
               Underlying Unexercised   In-the Money
               Options/SARs   Options/SARs at
     Shares Acquired          09/30/95  09/30/95
     on Exercise    Value Realized Exercisable    Exercisable
Name (#)  ($)  (#)  ($)

Saul I. Reck   --   --   75,000    $14,062



     Under an Employment Agreement with Saul I. Reck entered
into in 1989, as amended in 1992 and again in 1994, Mr. Reck
has  agreed to be employed by the Company as Chairman of the
Board and President on a full time basis.  Mr. Reck received
a base salary of $115,000 in fiscal 1995, plus $10,000 to be
used  to  purchase a retirement benefit.  In  addition,  Mr.
Reck  received a bonus equal to 10% of the amount  by  which
the  Company's pre-tax profits exceeded a base amount  which
increases each year and was $200,000 in fiscal 1995.   After
he retires, Mr. Reck will be entitled to receive an unfunded
annuity  of $60,000 per year for his life and his  surviving
spouse  will be entitled to an annuity of $30,000  per  year
for  life,  with both amounts payable under these  annuities
subject  to  adjustment based upon cost of living  increases
after October 1, 1993.

Compensation of Directors

     Each director who is not also an officer or employee of
the  Company receives a base fee of $2,000 per  year.   Each
director  who  is  not also an officer or  employee  of  the
Company and who lives in the greater Worcester area receives
$400  for each directors' meeting he attends.  Each director
who  is  not also an officer or employee of the Company  and
who  lives outside the greater Worcester area receives  $500
for  each  such meeting, plus travel expenses  to  and  from
Worcester.  No extra compensation is paid for attendance  at
meetings  of  committees.  All non-employee directors  as  a
group  were paid $10,200 for services rendered during fiscal
year 1995.

      The  Board  of Directors has a Severance  Compensation
Plan  for  certain officers and all directors in  the  event
that  there  is  a  "change in control" of the  Company  not
approved  by  the  Board  of  Directors  resulting  in   the
termination  of  employment or reduction in the  duties  and
responsibilities  of  the  President,  Vice-Presidents   and
Treasurer (as determined by the Board of Directors) and/or a
termination of service as director of the Company.  The plan
provides  that such President, Vice-Presidents and Treasurer
will continue to receive the compensation being paid to them
at  the  time of the termination or change in the nature  of
employment,  for  a  period  of five  years  following  such
termination  or change, and the non-employee directors  will
continue  to  receive directors' fees of $400  or  $500  per
fiscal  quarter,  depending on whether or not  the  director
lives  in  the  greater Worcester area, for such  five  year
period.   At  the  current rate of compensation  this  would
entail  an  aggregate payment of $1,315,500 to the executive
officers  as  a group and a payment of $28,000 to  the  non-
employee directors as a group.

      Based  solely upon a review of forms furnished to  the
Company  under Securities and Exchange Commission rules  and
annual  director questionnaires, the Company  is  not  aware
that any officer, director or 10% beneficial owner failed to
file  on a timely basis any report required by Section 16(a)
under the Securities Exchange Act of 1934.

                          OTHER MATTERS

Relationship with Independent Public Accountants

      The  Audit  Committee of the Board  of  Directors  has
selected  Greenberg, Rosenblatt, Kull  &  Bitsoli,  P.C.  as
independent auditors for the Company for the current  fiscal
year.   That firm and its predecessors have served  in  such
capacity since fiscal year 1982.

      It  is anticipated that a representative of Greenberg,
Rosenblatt,  Kull  & Bitsoli, P.C. will be  present  at  the
meeting.    The   representative  will   be   afforded   the
opportunity  to  make  a statement and  is  expected  to  be
available to respond to appropriate questions.

Other Matters To Be Acted Upon

      The  Board of Directors has no knowledge of any  other
matters  which  may  come before the Meeting  and  does  not
itself intend to present any such matters.  However, if  any
other  matters shall properly come before the  Meeting,  the
persons  named as proxies will have discretionary  authority
to vote  the shares represented by the accompanying proxy in
accordance with their own judgment.

Shareholder Proposals

      Shareholder proposals intended to be presented at  the
1997  Annual Meeting must be received by the Company  on  or
before  September 30, 1996, and should be addressed to  Saul
I. Reck, President, Goddard Industries, Inc., 705 Plantation
Street, Worcester, Massachusetts 01605.

Annual Report And Form 10-KSB

      Additional copies of the Annual Report to Stockholders
for  the fiscal year ended September 30, 1995 and copies  of
the  Annual  Report  of the Company to  the  Securities  and
Exchange Commission on Form 10-KSB for that fiscal year  are
available  to  stockholders  without  charge  upon   written
request addressed to Lucy J. Rybacki at the Company  at  705
Plantation Street, Worcester, Massachusetts 01605.

      IT  IS  IMPORTANT  THAT PROXIES BE RETURNED  PROMPTLY.
THEREFORE,  STOCKHOLDERS ARE URGED  TO  FILL  IN,  SIGN  AND
RETURN  THE  ACCOMPANYING  FORM OF  PROXY  IN  THE  ENCLOSED
ENVELOPE.






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PROXY                                     GODDARD INDUSTRIES,
INC.                             PROXY



    The undersigned hereby appoints Ben Dubin and Saul J. Reck,
and each of them, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of
Stockholders of Goddard Industries, Inc. to be held on Friday,
March 8, 1996, and at any adjournment or adjournments thereof,
with all power which the undersigned would possess if personally
present, and to vote all shares of stock which the undersigned
may be entitled to vote at said meeting upon the following
proposal more fully described in the notice of and proxy
statement for the meeting in accordance with the following
instructions and with discretionary authority upon such other
matters as may come before the meeting.  All previous proxies are
hereby revoked.

1.  Election of Directors.

    To elect to serve as a director Jacky Knopp, Jr. until 1999.



                   /     / FOR                         /
/ WITHHOLD AUTHORITY on the nominee






________________________________________________________
____________________________________________


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.  IT WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE
VOTED FOR THE ELECTION OF THE NOMINEE.

              (PLEASE FILL IN, DATE AND SIGN ON THE
REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE)

 
 
                                 DATED:
 _____________________, 1996
 


______________________________________________
                                      Signature(s)
 
 
 (Signatures should be the same as the name printed
 hereon.  Executors, administrators, trustees,
 guardians, attorneys and officers of corporations
 should add their titles when signing.)
 
 
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