SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549

     FORM 10-QSB/A
(Mark One)

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

For the quarterly period ended           December 31, 1995

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

For the transition period from _______________ to
___________

     Commission File:  No.  0-2052



                      GODDARD INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)

       Massachusetts                         04-2268165
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

     705 Plantation Street, Worcester, Massachusetts 01605
     (Address of principal executive office)        (Zip
Code)

Registrant's telephone number, including area code (508) 852-
2435


Check whether the registrant (1) filed all reports required
to be
filed by Section 13 or 15(d) of the Exchange Act during the
past 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

State the number of shares outstanding of each of the
issuer's
classes of common stock, as of the latest practicable date.

Title of Each Class of                    Number of Shares
Outstanding
Common Stock Outstanding               at December 31, 1995

Common Stock, $.01 par value            2,032,804

Transitional Small Business Disclosure Format

               Yes ___             No _X_


     GODDARD INDUSTRIES, INC.

     TABLE OF CONTENTS

     PART I - FINANCIAL INFORMATION



                                   PAGE

Item 1.   Financial Statements

     Consolidated Balance Sheet -  December 31, 1995
     and September 30,
1995........................................................
3

     Consolidated Statement of Income - Three Months Ended
     December 31, 1995 and December
31,1994..........................     4

     Consolidated Statement of Cash Flows - Three Months
Ended
     December 31, 1995 and December 31,
1994.........................     5

     Notes to Consolidated
Financial..........Statements...............      6


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


     PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-
K................................... 11




                     EXHIBIT (27)

This schedule contains summary financial information
extracted from Form 10-QSB and is qualified in its entirety
by reference to such financial statements.


3-MOS


     Fiscal year end                          Sep 28 1996
     Period start                               Oct 01 1995
     Period end                                Dec 31 1995

     CASH
137,511
     SECURITIES                                       0
     RECEIVABLES                              806,110
     ALLOWANCES                                31,600
     INVENTORY                               3,012,124
     CURRENT ASSETS                     4,122,103
     PP&E
3,347,774
     DEPRECIATION                          2,435,077
     TOTAL ASSETS                           5,200,797
     CURRENT LIABILITIES                735,652
     COMMON                                         20,328
     OTHER                                         2,739,814
     TOTAL LIABILITY                      5,200,797
          AND EQUITY

     SALES
1,791,242
     TOTAL REVENUES                    1,798,137
     COS
1,200,956
     TOTAL COSTS                               382,065
     INTEREST EXPENSES                    28,004
     LOSS PROVISION                              3,000
     INCOME PRETAX                          187,112
     INCOME TAX                                   77,900
     NET INCOME                                  109,212
     EPS
 .05


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     SIGNATURES



     Pursuant to the requirements of the Securities Exchange
Act of
1934, the Registrant has duly caused the Report to be signed
on its
behalf by the undersigned thereunto duly authorized.

     Dated as of March 26, 1996

                                    GODDARD INDUSTRIES, INC.



                                    by /s/ Saul I. Reck
                                    Saul I. Reck, President,
                                    Chief Executive Officer
                                    and Principal Financial
                                    Officer












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