SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

/X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended June 29, 1997 or

/ /  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 1-10582

                            ALLIANT TECHSYSTEMS INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                             41-16726904
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

                 600 SECOND STREET N.E.
                   HOPKINS, MINNESOTA                       55343-8384
         (Address of principal executive office)            (Zip Code)

                                 (612) 931-6000
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year
                          if changed from last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed under 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 July 31, 1997, the number of shares of the registrant's common stock,
par value $.01 per share, outstanding was 12,994,785 (excluding 868,785 treasury
shares).

 
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         Income Statements (Unaudited)


(In thousands except                                QUARTERS ENDED
  per share data)                                --------    --------
                                                 June 29     June 30
                                                   1997        1996
                                                 --------    --------

                                                       
Sales                                            $251,639    $230,173
Cost of sales                                     207,919     194,014
                                                 --------    --------
Gross margin                                       43,720      36,159
Operating expenses
  Research and development                          2,038       2,800
  Selling                                          10,249       7,178
  General and administrative                       10,144       9,789
                                                 --------    --------
         Total operating expenses                  22,431      19,767
                                                 --------    --------
Income from operations                             21,289      16,392

  Miscellaneous income                                 98         248
                                                 --------    --------
Earnings before interest and taxes                 21,387      16,640

  Interest expense                                 (7,556)     (9,280)
  Interest income                                     826         254
                                                 --------    --------
Income from continuing operations                  14,657       7,614
Income from discontinued operations, net of
  income taxes                                                  2,290
                                                 --------    --------
Net income                                       $ 14,657    $  9,904
                                                 ========    ========

Earnings per common and common
 equivalent share:
  Continuing operations                             $1.10    $    .57
  Discontinued operations                                         .17
                                                 --------    --------
  Net income                                        $1.10    $    .74
                                                 ========    ========
Average number of common and
 common equivalent shares (thousands)              13,299      13,350
                                                 ========    ========

See Notes to Financial Statements

 
                           Balance Sheets (Unaudited)


                                                            --------------  --------------
(In thousands except share data)                            June 29, 1997   March 31, 1997
                                                            --------------  --------------
Assets
Current assets:
                                                                      
  Cash and cash equivalents                                       $ 89,369      $  122,491
  Marketable securities                                                378             378
  Receivables                                                      191,160         191,675
  Net inventory                                                     77,417          68,125
  Deferred income tax asset                                         37,244          37,244
  Other current assets                                               7,598           5,329
                                                                  --------      ----------
      Total current assets                                         403,166         425,242
Net property, plant, and equipment                                 347,680         360,560
Goodwill                                                           122,766         123,618
Deferred charges                                                    10,531          10,925
Prepaid and intangible pension assets                               81,746          80,569
Other assets                                                           116             116
Net assets of discontinued operations                                9,244           8,674
                                                                  --------      ----------
      Total assets                                                $975,249      $1,009,704
                                                                  ========      ==========
Liabilities and Stockholders' Equity
Current liabilities:
  Current portion of long-term debt                               $ 29,749      $   29,024
  Notes payable                                                      2,291           2,302
  Accounts payable                                                  52,370          85,451
  Contract advances and allowances                                  86,308          64,500
  Accrued compensation                                              26,581          28,392
  Accrued income taxes                                               9,007           9,156
  Restructuring liability                                            3,384           5,876
  Other accrued liabilities                                         93,185         106,496
                                                                  --------      ----------
      Total current liabilities                                    302,875         331,197
Long-term debt                                                     229,089         237,071
Post-retirement and post-employment benefits liability             141,757         143,373
Pension liability                                                   34,359          37,079
Other long-term liabilities                                         38,034          42,192
                                                                  --------      ----------
      Total liabilities                                            746,114         790,912
Stockholders' Equity:
  Common stock - $.01 par value
      Authorized - 20,000,000 shares
      Issued and outstanding 12,980,307 shares at June
      29, 1997 and 13,081,538 at March 31, 1997                        130             131
Additional paid-in-capital                                         248,575         248,612
Retained earnings                                                   19,019           4,361
Unearned compensation                                               (1,138)         (1,324)
Pension liability adjustment                                        (2,304)         (2,304)
Common stock in treasury, at cost (883,306 shares held at
  June 29, 1997 and 782,075 at March 31, 1997)                     (35,147)        (30,684)
                                                                  --------      ----------
      Total stockholders' equity                                   229,135         218,792
                                                                  --------      ----------
      Total liabilities and stockholders' equity                  $975,249      $1,009,704
                                                                  ========      ==========


See Notes to Financial Statements

 
                      Statements of Cash Flows (Unaudited)



(In thousands)                                                          QUARTERS ENDED
                                                             -----------------   -----------------
                                                               June 29, 1997       June 30, 1996
                                                             -----------------   -----------------
Operating activities
                                                                           
Net income                                                           $ 14,657            $  9,904
Adjustments to net income to arrive at cash
    used for operations:
            Depreciation                                               10,317              10,992
            Amortization of intangible assets and unearned
                 compensation                                           1,544               1,954
            Gain on disposal of property                                  (21)                (83)
            Changes in assets and liabilities:
                Receivables                                               515              (4,999)
                Inventory                                              (9,292)              1,799
                Accounts payable                                      (33,081)            (24,977)
                Contract advances and allowances                       21,808              (3,967)
                Accrued compensation                                   (1,811)             (1,422)
                Accrued income taxes                                     (149)               (227)
                Accrued restructure liability                          (2,492)             (6,455)
                Accrued environmental liability                          (273)               (445)
                Other assets and liabilities                          (19,550)             (6,732)
            Operating activities of discontinued operations              (570)             (5,019)
                                                                     --------            --------
Cash used for operations                                              (18,398)            (29,677)
                                                                     --------            --------
Investing activities
Capital expenditures                                                   (3,004)             (3,721)
Proceeds from disposition of property, plant, and equipment               131                 142
Investing activities of discontinued operations                                              (582)
                                                                     --------            --------
Cash used for investing activities                                     (2,873)             (4,161)
                                                                     --------            --------
Financing activities
Net borrowings on line of credit                                                           20,000
Payments made on long-term debt                                        (7,256)            (11,250)
Net purchase of treasury shares                                        (5,015)             (2,299)
Proceeds from exercised stock options                                     431               1,573
Other financing activities, net                                           (11)               (422)
                                                                     --------            --------
Cash provided by (used for) financing activities                      (11,851)              7,602
                                                                     --------            --------
Decrease in cash and cash equivalents                                 (33,122)            (26,236)
Cash and cash equivalents - beginning of period                       122,491              45,532
                                                                     --------            --------
Cash and cash equivalents - end of period                            $ 89,369            $ 19,296
                                                                     ========            ========


See Notes to Financial Statements

 
                   Notes to Financial Statements (Unaudited)

1.  In interim accounting periods, the Company absorbs operating expenses based
    upon sales volume using the anticipated relationship of such costs to sales
    for the year. Accordingly, the Company had $.4 million and $2.0 million of
    underabsorbed operating expenses recorded in other current assets at June
    29, 1997 and June 30, 1996, respectively. Unabsorbed expenses at June 29,
    1997, will be absorbed over the remainder of fiscal 1998.

2.  During the three month period ended June 29, 1997, the Company made
    principal payments on its Bank Term Loan of $7.3 million. No borrowings were
    outstanding against its revolving line of credit at June 29, 1997. Letters
    of credit totaling $38.5 million reduced the available line of credit to
    $236.5 million.

    The remaining scheduled minimum loan payments on outstanding long-term debt
    are as follows: fiscal 1998, $21.8 million; fiscal 1999, $31.9 million;
    fiscal 2000, $31.9 million; fiscal 2001, $23.2 million; fiscal 2002 and
    thereafter, $150.0 million.

3.  No income taxes were paid for the three months ended June 29, 1997, or June
    30, 1996. The effective income tax rate of 0 percent on continuing
    operations in the current three month period reflects the utilization of
    $14.7 million of available federal and state loss carry forwards (gross) for
    tax purposes.

4.  During fiscal 1996, the Company began a program to repurchase up to $50.0
    million of its common stock. During the quarter ended June 29, 1997, the
    Company repurchased an additional 139,600 shares for approximately $6.0
    million. As of June 29, 1997, the Company has substantially completed its
    stock repurchase program, having repurchased approximately 1.26 million
    shares of common stock over the life of the program, at an average price of
    $39.09 per share, for an aggregate cost of $49.4 million.

5.  Contingencies:

    As a U.S. Government contractor, the Company is subject to defective pricing
    and cost accounting standards non-compliance claims by the government.
    Additionally, the Company has substantial government contracts and
    subcontracts, the prices of which are subject to adjustment. The Company
    believes that resolution of such claims and price adjustments made or to be
    made by the government for open fiscal years (1987 through 1997) will not
    materially exceed the amount provided in the accompanying balance sheets.

    The Company is subject to various local and national laws relating to
    protection of the environment and is in various stages of investigation or
    remediation of potential, alleged, or acknowledged contamination. The
    Company records environmental remediation and the related ongoing monitoring
    and maintenance liabilities when the event obligating the Company has
    occurred and the cost is both probable and reasonably estimable. At June 29,
    1997, the accrued liability for environmental remediation of $34.5 million
    represents management's best estimate of the probable and reasonably
    estimable costs related to the Company's known remediation obligations. It
    is expected that a significant portion of the Company's environmental costs
    will be reimbursed to the Company. As collection of those reimbursements is
    estimated to be probable, the Company has recorded amounts receivable of
    approximately $10.6 million at June 29, 1997. Such receivable primarily
    represents the expected reimbursement of costs associated with the
    operations acquired from Hercules Incorporated in March, 1995 (Aerospace
    acquisition). As part of the Aerospace acquisition, the Company generally
    assumed responsibility for environmental compliance at the acquired
    facilities. It is expected that much of the compliance and remediation costs
    associated with these facilities will be reimbursable under U.S. Government
    contracts, and that those environmental remediation costs not covered
    through such contracts will be covered by Hercules under various agreements.
    The Company's accrual for

 
    environmental remediation liabilities and the associated receivable for
    reimbursement have been discounted, and are recorded net of $10 million and
    $3 million, respectively, to reflect the present value of the expected
    future cash flows, using a discount rate, net of estimated inflation, of 5
    percent. At June 29, 1997, the estimated discounted range of reasonably
    possible costs of study and remediation is between $34 million and $70
    million. The Company does not anticipate that resolution of the
    environmental contingencies in excess of amounts accrued, net of recoveries,
    will materially affect future operating results. In future periods, new
    laws, rules and regulations, advances in technologies, outcomes of
    negotiations/litigations with regulatory authorities and other parties,
    additional information about the ultimate remedy selected at new and
    existing sites, changes in the extent and type of site utilization, the
    number of parties found liable at each site, and their ability to pay could
    significantly change the Company's estimates.

    The Company is a defendant in numerous lawsuits that arise out of, and are
    incidental to, the conduct of its business. Such matters arise out of the
    normal course of business and relate to product liability, government
    regulations, including environmental issues, and other issues. Certain of
    the lawsuits and claims seek damages in very large amounts. In these legal
    proceedings, no director, officer, or affiliate is a party or a named
    defendant.

    The Company is involved in three "qui tam" lawsuits brought by former
    employees of the operations acquired from Hercules in March, 1995. One
    involves allegations relating to submission of false claims and records,
    delivery of defective products, and a deficient quality control program. The
    second involves allegations of mischarging of work performed under
    government contracts, misuse of government equipment, other acts of
    financial mismanagement and wrongful termination claims. The government did
    not join in either of these lawsuits. Under the terms of the agreements
    relating to the Aerospace acquisition, all litigation and legal disputes
    arising in the ordinary course of the acquired operations will be assumed by
    the Company except for a few specific lawsuits and disputes including the
    two qui tam lawsuits referred to above. The Company has agreed to indemnify
    and reimburse Hercules for a portion of litigation costs incurred, and a
    portion of damages, if any, awarded in these lawsuits. Under terms of the
    purchase agreement with Hercules, the Company's maximum settlement liability
    is approximately $4 million, for which the Company has fully reserved at
    June 29, 1997. In the third qui tam lawsuit, the Company received a
    partially unsealed complaint in March 1997 alleging labor mischarging on a
    government contract. Damages are not specified. The government is currently
    investigating the claim and has not determined whether it will join the
    lawsuit. In late fiscal 1997, the Company was also served with two
    complaints in civil actions alleging violations of the False Claims Act and
    the Truth in Negotiations Act. The complaints allege defective pricing on
    two separate government contracts. Damages in either case were not
    specified.

    While the results of litigation cannot be predicted with certainty,
    management believes, based upon the advice of counsel, that the actions
    seeking to recover damages against the Company either are without merit, are
    covered by insurance and reserves, do not support any grounds for
    cancellation of any contract, or are not likely to materially affect the
    financial condition or results of operations of the Company, although the
    resolution of any of such matters during a specific period could have a
    material effect on the quarterly or annual operating results for that
    period.

    It is reasonably possible that management's current estimates of liabilities
    for the above contingencies could change in the near term, as more
    definitive information becomes available.

6.  Interest paid during the three month periods ended June 29, 1997, and June
    30, 1996, totaled $3.1 and $5.8 million, respectively.

    The Company has entered into interest rate swap and cap agreements as
    hedging transactions to protect against increases in market interest rates
    on its long term debt. At June 29, 1997, the notional amount of amortizing
    interest rate swap agreements was $65.0 million. Under the swap agreements,
    the Company currently pays an average fixed rate of 6.7 percent and receives
    interest at a rate equal to

 
    three-month LIBOR (5.7 percent at June 29, 1997). These agreements have
    remaining terms of 12-18 months, with certain cancellation options. The
    interest rate cap agreements limit the Company's LIBOR exposure to 7.0
    percent and have a remaining term of 3 months. The notional amount of these
    amortizing interest rate cap agreements was $15.0 million at June 29, 1997.

7.  Effective April 1, 1996, the Company adopted SFAS No. 123, "Accounting for
    Stock-Based Compensation." As permitted by SFAS No. 123, the Company has
    elected to continue following the guidance of Accounting Principles Board
    No. 25, "Accounting for Stock Issued to Employees" for measurement and
    recognition of stock-based transactions with employees, and therefore the
    adoption of SFAS No. 123 did not have a significant impact on the Company's
    financial position or results of operations.

8.  Earnings per common share are computed based upon the weighted average
    number of common shares and common equivalent shares, consisting of the
    dilutive effect of stock options outstanding during each year. Earnings per
    common share assuming full dilution are substantially the same.

    In February 1997, the Financial Accounting Standards board issued SFAS No.
    128, "Earnings Per Share", which will require companies to present basic
    earnings per share (EPS) and diluted earnings per share, instead of the
    primary and fully diluted EPS that is currently required. The new standard
    requires additional informational disclosures and also makes certain
    modifications to the currently applicable EPS calculations defined in
    Accounting Principles Board No. 15. The new standard is required to be
    adopted by all public companies for reporting periods ending after December
    15, 1997 (the Company's third quarter of fiscal 1998), and will require
    restatement of EPS for all prior periods reported. Under the requirements of
    SFAS No. 128, the Company's EPS would be as follows:


 
                                           Quarters Ended
                                 -------------------------------
                                    June 29, 1997  June 30, 1996
- ----------------------------------------------------------------
                                             
Basic earnings per share:
    Continuing operations                1.13            .58
    Discontinued operations                --            .18
- ----------------------------------------------------------------
Total Basic Earnings Per Share          $1.13           $.76
================================================================
 
Diluted earnings per share:
    Continuing operations                1.10            .57
    Discontinued operations                --            .17
- ----------------------------------------------------------------
Total Diluted Earnings Per Share        $1.10           $.74
================================================================


9.  Certain reclassifications have been made to the fiscal 1997 financial
    statements, as previously reported, to conform to the current
    classification. These reclassifications did not affect the net income from
    operations, as previously reported.

10. The figures set forth in this quarterly report are unaudited but, in the
    opinion of the Company, include all adjustments necessary for a fair
    presentation of the results of operations for the three month periods ended
    June 29, 1997, and June 30, 1996. The Company's accounting policies are
    described in the notes to financial statements in its fiscal 1997 Annual
    Report on Form 10-K. 

11. On October 10, 1996, the American Institute of Certified Public Accountants
    (AICPA) issued Statement of Position 96-1 (SOP 96-1) entitled "Environmental
    Remediation Liabilities." The SOP provides authoritative guidance on
    specific accounting issues relative to recognition, measurement, display,
    and disclosure of environmental remediation liabilities. The Company adopted
    SOP 96-1 in the fourth quarter of fiscal 1997.

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

RESULTS OF OPERATIONS
- ---------------------

Sales

Sales from continuing operations for the quarter ended June 29, 1997, totaled
$251.6 million, an increase of $21.4 million, or 9.3 percent, from $230.2
million for the comparable quarter in the prior year. Conventional Munitions
Group sales were $116.7 million for the quarter ended June 29, 1997, an increase
of $25.6 million, or 28.1 percent, compared to $91.1 million in the comparable
quarter of the prior year. The sales increase was primarily driven by an
increase in tank ammunition sales of approximately $32 million during the
quarter ended June 29, 1997, compared to the comparable quarter of the prior
year. The increase was largely the result of higher revenues due to increased
production of tank ammunition training rounds, up $19 million, compared to the
comparable quarter of the prior year. The remainder of the increase in tank
ammunition sales is attributable to resolution of the technical issues on the
M830A1 tactical tank round, which had delayed production and shipments through
early fiscal 1997. Space and Strategic Systems Group sales were $78.1 million
for the quarter ended June 29, 1997, a decrease of $.2 million, compared to
$78.3 million in the comparable quarter of the prior year. Increased sales from
the composite structures business, up approximately $10 million compared to the
comparable quarter of the prior year, completely offset the absence in fiscal
1998 of revenue recognized in fiscal 1997 on the Evolved Expendable Launch
Vehicle (EELV) program, which the Company completed in fiscal 1997. Defense
Systems Group sales were $50.6 million for the quarter ended June 29, 1997, a
decrease of $7.0 million, or 12.2 percent, compared to $57.6 million in the
comparable quarter of the prior year. The decrease is largely attributable to
decreased revenues on antitank mines and artillery fire control systems, down
approximately $14 million, which was partially offset by increased revenues
attributable to the Outrider program, awarded to the Company in the first
quarter of fiscal 1997. Emerging Business Group sales were $8.7 million for the
quarter ended June 29, 1997, an increase of $1.1 million, or 14.5 percent over
revenues of $7.6 million in the comparable quarter of the prior year. Company
sales for fiscal 1998 are expected to be approximately $1 billion.

Gross Margin

The Company's gross margin in the quarter ended June 29, 1997 was $43.7 million
or 17.4 percent of sales, compared to $36.2 million, or 15.7 percent of sales
for the comparable quarter of the prior year. The increase in gross margin was
due to a combination of factors, including improved cost performance on the
Titan rocket motor booster program and other Space and Strategic programs.
Fiscal 1998 gross margin, as a percent of sales, is expected to be in the 17.5
to 18.5 percent range.

Operating Expenses

The Company's operating expenses for the quarter ended June 29, 1997, totaled
$22.4 million, or 8.9 percent of sales, compared to $19.8 million, or 8.6
percent of sales for the comparable quarter in the prior year. Operating
expenses, stated as a percent of sales, were slightly higher in the quarter
ended June 29, 1997, as compared to the comparable quarter of the prior year.
The increase in the current quarter expenses is due primarily to the Company's
investment of

 
approximately $3.5 million in pursuit of the U.S. government's Intercontinental
Ballistic Missile (ICBM) Prime Integration Program. Fiscal 1998 operating
expenses, as a percent of sales, are expected to be approximately 9.5 percent.

Interest Expense

The Company's interest expense for the quarter ended June 29, 1997 was $7.6
million, a decrease of $1.7 million compared to $9.3 million for the comparable
quarter in the prior year. The large decrease was driven by significantly
reduced borrowings outstanding in the current quarter, as compared to the
comparable quarter of the prior year. Total borrowings outstanding (including
notes payable, and the current and long-term portions of the long-term debt) at
June 29, 1997, were $145.0 million less than total borrowings outstanding at
June 30, 1996, due to scheduled debt repayments, as well as the $88.6 million
pre-payment of debt in late fiscal 1997, as a result of the sale of the
Company's former Marine Systems Group.

Interest Income

Interest income for the quarter ended June 29, 1997 was $.8 million, compared to
$.3 million for the comparable quarter of the prior year, an increase of $.5
million. The increase is driven by interest income earned on increased average
cash balances in the current quarter.

Income Taxes

The quarters ended June 29, 1997, and June 30, 1996, respectively, reflect an
effective income tax rate of 0 percent. This tax rate differs from statutory tax
rates due to the utilization of available tax loss carryforwards. Such carry
forwards are expected to reduce future tax expense. It is currently expected
that payments for taxes in fiscal 1998 will also be reduced due to the
aforementioned tax loss carryforwards. However, the Company may be subject to
the provisions of the Alternative Minimum Tax (AMT), in which case tax payments
could be required.

Net Income

Net income reported for the quarter ended June 29, 1997, was $14.7 million
($1.10 per share), an increase of $4.8 million, or 48.0 percent, when compared
with net income of $9.9 million ($.74 per share) for the comparable quarter of
the prior year.  The increase was primarily due to a combination of increased
sales volume, improved gross margins, and reduced interest costs in the current
quarter ended June 29, 1997, as compared to the comparable quarter of the prior
year.

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
- -----------------------------------------------------

Cash used by operations totaled $18.4 million for the quarter ended June 29,
1997, a reduction in cash usage of $11.3 million, when compared with cash used
by operations of $29.7 million in the comparable quarter of the prior year.  The
reduced level of cash usage in the quarter ended June 29, 1997 resulted from a
combination of factors, the most significant of which included improved working
capital management and improved profitability for the quarter ended June 27,
1997, as compared to the comparable quarter of the prior year.

Cash used in investing activities for the quarter ended June 29, 1997, was $2.9
million, a $1.3 million decrease in cash used, compared to cash used by
investing activities of $4.2 million in the 

 
comparable quarter of the prior year. This difference primarily represented
reduced capital expenditures in the current year.

Net outlays for capital expenditures for the quarter ended June 29, 1997,
totaled $3.0 million, or 1.2 percent of sales, a decrease as a percentage of
sales, compared to capital expenditures of $3.7 million, or 1.6 percent of
sales, in the comparable quarter of the prior year. The Company expects capital
expenditures, as a percentage of sales, to be approximately 2.0 percent of sales
for fiscal 1998.

At June 29, 1997, the Company had no borrowings outstanding against its bank
revolving credit facility. Outstanding letters of credit of $38.5 million
reduced amounts available on this facility to $236.5 million at June 29, 1997.

During fiscal 1996, the Company began a program to repurchase up to $50.0
million of its common stock. During the quarter ended June 29, 1997, the Company
repurchased an additional 139,600 shares for approximately $6.0 million. As of
June 29, 1997, the Company has substantially completed its stock repurchase
program, having repurchased approximately 1.26 million shares of common stock
over the life of the program, at an average price of $39.09 per share, for an
aggregate cost of $49.4 million.

The Company's total debt (notes payable, current portion of long-term debt, and
long-term debt) as a percentage of total capitalization decreased to 53 percent
on June 29, 1997, compared to 55 percent on March 31, 1997. This decrease
reflects principal repayments of $7.3 million on the bank term debt during the
quarter ended June 29, 1997, as well as increased equity, due primarily to
fiscal 1998 net earnings to date.

In June 1995, the Company and claimants reached an agreement to settle the
Accudyne "qui tam" lawsuit. Terms of the agreement include payments by the
Company of $12.0 million, consisting of payments of $.5 million, $3.0 million
and $4.0 million, made in June 1995, April 1996, and April 1997, respectively,
and payment to be made of $4.5 million, plus interest at the three year Treasury
Bill rate, in June 1998. In addition, legal costs of approximately $3.0 million
have been paid. Accordingly, the Company recorded an unusual charge of $15.0
million as of the fourth quarter of the fiscal year ended March 31, 1995.

Based on the financial condition of the Company at June 29, 1997, the Company
believes that future operating cash flows, combined with existing cash balances,
and the availability of funding under its line of credit, will be adequate to
fund the future growth of the Company, as well as to service its long-term debt
obligations.

INFLATION
- ---------

In the opinion of management, inflation has not had a significant impact upon
the results of the Company's operations. The selling prices under contracts, the
majority of which are long term, generally include estimated costs to be
incurred in future periods. These cost projections can generally be negotiated
into new buys under fixed-price government contracts, while actual cost
increases are recoverable on cost-type contracts.

 
RISK FACTORS
- ------------

Except for the historical information contained herein, certain of the matters
discussed in this report are "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995, which involves risks and
uncertainties, including, but not limited to, changes in governmental spending
and budgetary policies, governmental laws and other rules and regulations
surrounding various matters such as environmental remediation, contract pricing,
changing economic and political conditions in the United States and in other
countries, international trading restrictions, outcome of union negotiations,
customer product acceptance, continued access to technical and capital
resources, and merger and acquisition activity within the industry. All
forecasts and projections in this report are "forward-looking statements" and
are based on management's current expectations of the Company's near term
results, based on current information available pertaining to the Company,
including the aforementioned risk factors. Actual results could differ
materially.

 
                         PART II -- OTHER INFORMATION

ITEM 2. LEGAL PROCEEDINGS

     In connection with the GAU-8/A contract for target practice rounds, the
registrant has been served with three grand jury subpoenas, dated February 4,
1991, July 19, 1994 and October 27, 1994, for documents. All subpoenas were
issued by the U.S. District Court, Northern District of Illinois, Eastern
Division. The registrant supplied all documents requested. The registrant has
been informed by the Department of Justice that both criminal and civil
investigations have been completed without further action to be taken.

     Incorporated herein by reference is note 5 of Notes to Financial Statements
included in Item 1 of Part I of this report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.
 
          Exhibit No.                        Description
          -----------                        -----------
 
             10.1       Amendment No. 1 to Stockholder's Agreement, dated March
                        15, 1995, between Alliant Techsystems Inc. and Hercules
                        Incorporated

             10.2       Agreement and Confirmation Effective as of June 19, 1997
 
             10.3       Non-Qualified Stock Option Agreement
 
             11         Computation of Earnings Per Common and Common Equivalent
                        Share
 
             27         Financial Data Schedule
 

     (b)  Reports on Form 8-K.

          During the quarterly period ended June 29, 1997, the registrant filed
          no reports on Form 8-K.

 
                                   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.

                                       ALLIANT TECHSYSTEMS INC.


Date: August 7, 1997                  By: /s/ Charles H. Gauck
                                    Name: Charles H. Gauck
                                   Title: Secretary
                                          (On behalf of the registrant)

Date: August 7, 1997                  By: /s/ Scott S. Meyers
                                    Name: Scott S. Meyers
                                   Title: Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)

 
                           ALLIANT TECHSYSTEMS INC.

                                   FORM 10-Q

                                 EXHIBIT INDEX
 
 
 

Exhibit No.                  Description                          Method of Filing
- -----------                  -----------                          ----------------
                                                        
   10.1        Amendment No. 1 to Stockholder's Agreement, 
               dated March 15, 1995, between Alliant 
               Techsystems Inc. and Hercules 
               Incorporated............................... Filed herewith electronically

   10.2        Agreement and Confirmation Effective
               as of June 19, 1997........................ Filed herewith electronically

   10.3        Non-Qualified Stock Option Agreement....... Filed herewith electronically

   11          Computation of Earnings Per Common and 
               Common Equivalent Share.................... Filed herewith electronically

   27          Financial Data Schedule.................... Filed herewith electronically