8-K

   1
                                  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) May 29, 1998


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


                                     Delaware
- -------------------------------------------------------------------------------
                  (State or Other Jurisdiction of Incorporation)


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


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


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


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

   2

Item 5.  Other Events

    On May 29, 1998, 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 May 29, 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:    June 1, 1998          By: /s/ Thomas A. Gilbride 
                                  ------------------------
                                   Thomas A. Gilbride

                               Its: Vice President--Finance


   3


                                  EXHIBIT INDEX


Exhibit 99.1   Press release dated May 29, 1998 issued by Hawk
               Corporation.

EX-99.1

                                                            EXHIBIT 99.1

   Hawk Corporation Announces Agreement to Acquire Clearfield Powdered Metals,
                                       Inc.

     Cleveland, Ohio, May 29, 1998 -- Hawk Corporation (NYSE: HWK) announced
today that it had entered into a definitive agreement to acquire all the
outstanding stock of Clearfield Powdered Metals, Inc., a manufacturer of powder
metal components located in Clearfield, Pennsylvania.  The acquisition is
subject to the completion of due diligence and other customary terms and
conditions.  Hawk anticipates that the acquisition will be closed prior to June
30, 1998.  Hawk will finance the acquisition with available cash.  Terms of the
transaction were not disclosed.
     
     Clearfield is a privately-held manufacturer of small to medium sized
powder metal components used primarily in the lawn and garden, home appliance,
power hand tool and truck markets.  Clearfield was founded in 1984 and began
production in January 1985.  The manufacturing plant has been expanded several
times to reach its current 40,000 square feet of manufacturing capacity, and
upon the closing of the acquisition, Hawk will continue to operate the company
at its present location.  Clearfield has approximately 95 employees, all of
which are non-union.  Dennis L. Merrey, the President of Clearfield, will
remain in that capacity after the acquisition.  In 1997, Clearfield had net
sales of $10.8 million.  

     Hawk believes that the acquisition of Clearfield will strengthen its
management team, complement its existing powder metal capability and enable
Hawk to further diversify its customer base.  
     
     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.  The Company's main manufacturing facilities are located in
Brook Park, Ohio; Medina, Ohio; Akron, Ohio; Campbellsburg, Indiana; Alton,
Illinois (outside St. Louis); Solon Mills, Illinois (outside Chicago);
Orzinuovi, Italy and Concord, Ontario, Canada.

     This press release contains certain forward-looking statements with
respect to the future performance of Hawk Corporation that involve risks and
uncertainties.  Various factors could cause the actual results of the Company
to be materially different from any future results expressed or implied by such
forward-looking statements.  Without limitation, there is no assurance that the
acquisition of Clearfield will be closed.  Reference is made to the Company's 


   2

filings with the Securities and Exchange Commission, including the Company's
annual report on Form 10-K for the period ended December 31, 1997 and the
Company's quarterly report on Form 10-Q for the period ended March 31, 1998,
for a description of factors that could cause actual results to differ
materially from those in the forward-looking statements.  


 
For further information, please contact:
Thomas A. Gilbride, Vice President-Finance
(216) 861-3553