8-K

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                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549


                                     FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


     Date of report (Date of earliest event reported) January 26, 1998


                                 HAWK CORPORATION
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              (Exact name of Registrant as Specified in Its Charter)


                                     Delaware
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                  (State or Other Jurisdiction of Incorporation)


               333-18433                                 34-1608156
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     (Commission File Number)            (I.R.S. Employer Identification No.)


200 Public Square, Suite 30-5000, Cleveland, Ohio 44114
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(Address of Principal Executive Office)  (Zip Code)


                                  (216)861-3553
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               (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

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Item 5.  Other Events

    On January 26, 1998, the Hawk Corporation issued the press release attached
hereto as Exhibit 99.1 which is incorporated herein by reference.



Item 7. Financial Statements and Exhibits.

                                     EXHIBITS

Exhibit 99.1--Press release dated January 26, 1998 issued by Hawk Corporation.




                                    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 hereunto duly authorized.


                               HAWK CORPORATION


Dated:    January 27, 1998     By: /s/ Thomas A. Gilbride 
                                  ------------------------
                                   Thomas A. Gilbride

                               Its: Vice President--Finance


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                                  EXHIBIT INDEX


Exhibit 99.1   Press release dated January 26, 1998 issued by Hawk
               Corporation.

EX-99.1

                                                            EXHIBIT 99.1



                Hawk Corporation Withdraws Initial Public Offering
                       Due To Unfavorable Market Conditions


     CLEVELAND, Ohio, January 26, 1998--Hawk Corporation announced today that,
due to unfavorable market conditions, it has decided to withdraw its previously
announced initial public offering of 5,135,000 shares of its Class A Common
Stock.

     Norman C. Harbert, the Chairman, Chief Executive Officer and President of
Hawk, stated that the Company's current revolving credit facility provides the
flexibility to postpone the offering because it makes available more than
adequate long-term capital to pursue Hawk's business plans.  Ronald E.
Weinberg, the Vice-Chairman of Hawk, added that the Company decided,
considering the best interests of its stockholders, not to proceed with the
offering in the current market environment.

     Hawk is a manufacturing holding company that, through its operating
subsidiaries, designs, engineers, manufactures and markets specialized
components, principally made from powder metals, used in a wide variety of
aerospace, industrial and commercial applications.  It is a leading worldwide
supplier of friction products for brakes, clutches and transmissions used in
aerospace, industrial and speciality applications.  Hawk is also a leading
supplier of powder metal components for industrial applications, including
pump, motor and transmission elements, gears, pistons and anti-lock brake
sensor rings.  In addition, the Company designs and manufactures die-cast
aluminum rotors for small electric motors used in business machines, appliances
and exhaust fans.