1
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q
                                   (MARK ONE)

[X]    Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities 
       Exchange Act of 1934 For the Period Ended  NOVEMBER 28, 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 0 -25068 .

                           HASKEL INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               CALIFORNIA                                     95-4107640
               ----------                                     ----------
      (State or other jurisdiction of                       (IRS Employer
      incorporation or organization)                     Identification No.)

         100 EAST GRAHAM PLACE
           BURBANK, CALIFORNIA                                   91502
(Address of principal executive offices)                       (Zip Code)

                                (818) 843 - 4000
                                ----------------
              (Registrant's telephone number, including area code)

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

Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13, or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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 [ ]

                Applicable Only to Issuers Involved in Bankruptcy
                  Proceedings During the Preceeding Five Years

Indicated by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes ___. No ___.

                      Applicable Only to Corporate Issuers

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

      AS OF JANUARY 9, 1998 THE REGISTRANT HAD 4,732,630 SHARES OF CLASS A
      COMMON STOCK, AND 40,000 SHARES OF CLASS B COMMON STOCK OUTSTANDING.



   2

                                      INDEX

                           HASKEL INTERNATIONAL, INC.



PART I. FINANCIAL INFORMATION                                                PAGE
                                                                          
Item 1. Financial Statements (Unaudited)

     Consolidated balance sheets - May 31, 1997 and November 28, 1997........   3

     Consolidated statements of operations - Three months ended 
         November 30, 1996 and November 28, 1997;  Six months 
         ended November 30, 1996 and November 28, 1997 ......................   5

      Consolidated statements of cash flows - Six months ended 
         November 30, 1996 and November 28, 1997 ............................   6

     Notes to consolidated financial statements - November 28, 1997..........   7

Item 2. Management's discussion and analysis of financial condition 
         and results of operations ..........................................   9


PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.................   12

Item 6.  Exhibits and Reports on Form 8-K ...................................   14




                                       2
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                           HASKEL INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)



                                                   MAY 31,     NOVEMBER 28,
                                                    1997          1997
                                                 -----------   -----------
                                                                 
                                     ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                   $ 8,490,000   $ 7,717,000
     Accounts receivable, net                     11,751,000    11,785,000
     Inventories                                  10,335,000    11,350,000
     Prepaid expenses and other current assets       942,000       542,000
     Deferred income taxes                         1,419,000     1,415,000
                                                 -----------   -----------
          TOTAL CURRENT ASSETS                    32,937,000    32,809,000

PROPERTY, PLANT & EQUIPMENT, NET                   5,376,000     5,820,000

GOODWILL, NET                                        698,000       996,000

DEFERRED INCOME TAXES                              2,156,000     2,138,000

OTHER ASSETS                                          65,000       202,000
                                                 -----------   -----------

                  TOTAL                          $41,232,000   $41,965,000
                                                 ===========   ===========



See notes to consolidated financial statements.



                                       3
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                           HASKEL INTERNATIONAL, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (UNAUDITED)



                                                            MAY 31,     NOVEMBER 28,
                                                             1997           1997
                                                          -----------   -----------

                                                                          
                       LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of long-term debt                    $   978,000   $   988,000
     Accounts payable                                       4,070,000     4,059,000
     Dividends payable                                        335,000       334,000
     Accrued liabilities                                    3,249,000     2,196,000
     Income taxes payable                                     210,000       659,000
                                                          -----------   -----------
                TOTAL CURRENT LIABILITIES                   8,842,000     8,236,000

LONG-TERM DEBT                                              1,401,000       970,000

OTHER ACCRUED LIABILITIES                                   2,322,000     2,319,000

COMMITMENTS & CONTINGENCIES

SHAREHOLDERS' EQUITY:
     Preferred Stock: 2,000,000 shares authorized;
        none issued and outstanding
     Common Stock:
     Class A, without par value; 20,000,000 shares
        authorized; 4,748,230 and 4,729,630 issued
        and outstanding at May 31, 1997 and
        November 28, 1997, respectively                    13,855,000    13,734,000
     Class B, without par value; 40,000 shares
        authorized, issued and outstanding at
        May 31, 1997 and November 28, 1997                     19,000        19,000
     Retained Earnings                                     14,733,000    16,475,000
     Cumulative foreign currency translation adjustment        60,000       212,000
                                                          -----------   -----------
             TOTAL SHAREHOLDERS' EQUITY                    28,667,000    30,440,000
                                                          -----------   -----------
                TOTAL                                     $41,232,000   $41,965,000
                                                          ===========   ===========



See notes to consolidated financial statements.



                                       4
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                           HASKEL INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                          THREE MONTHS ENDED             SIX MONTHS ENDED
                                                     NOVEMBER 30,     NOVEMBER 28,   NOVEMBER 30,    NOVEMBER 28,
                                                        1996             1997            1996            1997
                                                     ------------    ------------    ------------    ------------
                                                                                                  
SALES                                                $ 13,010,000    $ 12,332,000    $ 25,225,000    $ 24,850,000

COST OF SALES                                           7,068,000       6,205,000      13,703,000      12,752,000
                                                     ------------    ------------    ------------    ------------

GROSS PROFIT                                            5,942,000       6,127,000      11,522,000      12,098,000

EXPENSES:
      Selling                                           2,134,000       2,184,000       3,939,000       4,136,000

      General and administrative                        1,190,000       1,728,000       3,086,000       3,664,000

      Engineering design, research and development        273,000         349,000         485,000         627,000

                                                     ------------    ------------    ------------    ------------
                  Total                                 3,597,000       4,261,000       7,510,000       8,427,000
                                                     ------------    ------------    ------------    ------------

OPERATING INCOME                                        2,345,000       1,866,000       4,012,000       3,671,000

OTHER INCOME                                               39,000          44,000          98,000         131,000
                                                     ------------    ------------    ------------    ------------

INCOME FROM CONTINUING OPERATIONS
      BEFORE INCOME TAXES                               2,384,000       1,910,000       4,110,000       3,802,000

PROVISION FOR INCOME TAXES                                863,000         680,000       1,567,000       1,457,000
                                                     ------------    ------------    ------------    ------------

INCOME FROM CONTINUING OPERATIONS                       1,521,000       1,230,000       2,543,000       2,345,000

DISCONTINUED OPERATIONS:
      Loss from operations, less applicable
          income taxes                                   (229,000)                       (529,000)

      Gain/(loss) on disposal of segment               (5,406,000)        346,000      (5,406,000)        346,000
                                                     ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                    $ (4,114,000)   $  1,576,000    $ (3,392,000)   $  2,691,000
                                                     ============    ============    ============    ============

INCOME (LOSS) PER SHARE:
      Continuing operations                          $       0.32    $       0.24    $       0.53    $       0.46
      Discontinued operations:
              Loss from operations                         ($0.05)                         ($0.11)
              Gain/(loss) on disposal of segment           ($1.12)   $       0.07          ($1.12)   $       0.07
                                                     ------------    ------------    ------------    ------------
      Total                                                ($0.85)   $       0.31          ($0.70)   $       0.53
                                                     ============    ============    ============    ============
DIVIDENDS PER SHARE                                  $       0.07    $       0.07    $       0.14    $       0.14
                                                     ============    ============    ============    ============




See notes to consolidated financial statements.



                                       5
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                           HASKEL INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                              SIX MONTHS ENDED
                                                          NOVEMBER 30,   NOVEMBER 28,
                                                              1996           1997
                                                          -----------    -----------
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net cash provided by continuing operations         $ 1,951,000    $ 1,468,000
       Net cash used in discontinued operations              (263,000)      (348,000)
                                                          -----------    -----------
       Net cash provided by operating activities            1,688,000      1,120,000
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                                  (990,000)    (1,049,000)
       Proceeds from sale of property                          68,000         29,000
       Purchase of subsidiary (net of cash acquired)         (791,000)       (30,000)
                                                          -----------    -----------
                Net cash used in investing activities      (1,713,000)    (1,050,000)
                                                          -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
       Principal payments on long-term debt                  (524,000)      (438,000)
       Proceeds from issuance of common stock                  22,000        130,000
       Dividends declared                                    (662,000)      (667,000)
                                                          -----------    -----------
                Net cash used in financing activities      (1,164,000)      (975,000)
                                                          -----------    -----------


EFFECT OF EXCHANGE RATE ON
    CASH AND CASH EQUIVALENTS                                 171,000        132,000
                                                          -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  (1,018,000)      (773,000)

CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD                                     8,239,000      8,490,000
                                                          -----------    -----------

CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                        $ 7,221,000    $ 7,717,000
                                                          ===========    ===========

     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION :
        Cash paid for:
           Interest -
                Continuing operations                     $    15,000    $    76,000
                                                          ===========    ===========
                Discontinued operations                   $    93,000    $     8,000
                                                          ===========    ===========
           Income taxes                                   $ 1,006,000    $ 1,039,000
                                                          ===========    ===========


     SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES -
        In September 1997, the Company sold its electronic products business in
           exchange for 35,000 shares of the Company's stock (valued at
           $534,000) and a note receivable in the amount of $159,000.



See notes to consolidated financial statements.



                                       6
   7
PART I.   FINANCIAL INFORMATION

                           HASKEL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (which
comprise only normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the period ended November
28, 1997 are not necessarily indicative of the results that may be expected for
the year ending May 29, 1998. For further information, refer to the consolidated
financial statements and notes thereto for the year ended May 31, 1997.

NOTE B - INVENTORIES

Inventories consist of the following:



                                   May 31,       November 28,
                                    1997            1997
                                -----------      -----------
                                                   
         Raw Materials          $ 3,029,000      $ 3,083,000
         Work in Process          1,697,000        1,775,000
         Finished Products        5,609,000        6,492,000
                                -----------      -----------
                                $10,335,000      $11,350,000
                                ===========      ===========


NOTE C - CHANGE IN ACCOUNTING PERIODS

Effective June 1, 1997, the Company changed its accounting period for financial
statement purposes from a calendar year to a 52/53 week fiscal year. Beginning
with fiscal year 1998, the Company's fiscal year will end on the Friday closest
to May 31. Interim fiscal quarters end on the Friday closest to the calendar end
of August, November and February of each year. This change will not have a
significant impact on the consolidated financial results or financial position
of the Company.

NOTE D - ACQUISITIONS

In November 1997, the Company's foreign subsidiary, Haskel Energy Systems, Ltd.,
acquired all of the outstanding stock of Palpro Limited in exchange for $30,000
plus liabilities. In connection with the acquisition, the Company recorded
goodwill of approximately $280,000, which is being amortized over 15 years.



                                       7
   8
PART I.   FINANCIAL INFORMATION

                           HASKEL INTERNATIONAL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
NOTE E - EARNINGS PER SHARE

In December 1997, the Company is required to adopt Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings Per Share. SFAS No. 128 requires
the Company to disclose a basic and diluted earnings per share calculation.
Basic earnings per share (EPS) exclude common stock equivalents, while diluted
EPS calculations generally include the effect of these common stock equivalents.

The Company will adopt the provisions of SFAS No. 128 in the third quarter of
fiscal year 1998. EPS amounts calculated under SFAS No. 128 would be as follows:




                                           Three Months Ended                 Six Months Ended
                                    November 30,        November 28,   November 30,       November 28,
                                        1996               1997            1996               1997
                                      ---------          --------        --------           --------
                                                                                    
Earnings Per Share:
    Continuing Operations:
            Basic                      $ 0.32             $ 0.26          $ 0.54             $ 0.49
            Fully Diluted              $ 0.32             $ 0.24          $ 0.53             $ 0.46

    Discontinued Operations:
            Basic                     $ (1.19)            $ 0.07         $ (1.25)            $ 0.07
            Fully Diluted             $ (1.17)            $ 0.07         $ (1.23)            $ 0.07

    Net Income:
            Basic                     $ (0.87)            $ 0.33         $ (0.71)            $ 0.56
            Fully Diluted             $ (0.85)            $ 0.31         $ (0.70)            $ 0.53


NOTE F - DISCONTINUED OPERATIONS

In fiscal year 1997, the Company decided to sell its electronic products
distribution business. Accordingly, the electronic products business has been
treated as a discontinued segment, and the prior financial results have been
restated to segregate the effect of these operations.

The operating loss from this discontinued segment reflected in the accompanying
consolidated statements of operations for the three and six months ended
November 30, 1996 are net of the related income tax benefit of $46,000 and
$220,000, respectively. Sales from these operations for the three and six months
ended November 30, 1996 were $831,000 and $1,904,000, respectively. The
operating results for the discontinued operations for the three and six months
ended November 28, 1997 approximated amounts estimated and reserved for in the
loss on disposal of the segment recorded in fiscal year 1997.

On September 12, 1997, the Company sold the electronic products business in
exchange for 35,000 shares of the Company's stock (valued at $534,000) and a
note receivable in the amount of $159,000. The Company recognized a gain on the
sale of $346,000.



                                       8
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                           HASKEL INTERNATIONAL, INC.

PART I.  FINANCIAL INFORMATION

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



This Report may contain forward-looking statements that involve risks and
uncertainties. The Company's actual results and timing of certain events could
differ materially from those discussed in any forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, the integration of acquired operations, management of growth and
other factors.



DISCONTINUED OPERATIONS

In fiscal year 1997, the Company decided to sell its electronic products
distribution business. Accordingly, the electronic products business has been
treated as a discontinued segment, and the prior financial results have been
restated to segregate the effect of these operations. The loss from discontinued
operations for the three and six months ended November 30, 1996 was $229,000 and
$529,000, respectively. The loss from discontinued operations for the six months
ended November 30, 1996 includes $240,000 in restructuring costs incurred in the
first quarter of fiscal year 1997. The operating results for the discontinued
operations for the three and six months ended November 28, 1997 were previously
provided for in the Company's reserve for loss on disposal of the segment in
fiscal year 1997. On September 12, 1997, the Company sold the electronic
products business and recognized a gain on the sale of $346,000 which is
reflected in the statement of operations for the three and six months ended
November 28, 1997.



RESULTS OF CONTINUING OPERATIONS

Sales for the second quarter ended November 28, 1997 were $12,332,000, $678,000,
or 5.2%, lower than sales for the same period in the prior year. For the first
six months of fiscal year 1998, sales were $24,850,000, or $375,000 (1.5%) lower
than the same period in fiscal year 1997. Sales for the three and six months
ended November 30, 1996 included approximately $1,200,000 in large system
deliveries to the automotive industry which were not repeated in fiscal year
1998. Additionally, in the beginning of fiscal year 1998 the Company
discontinued distribution of third-party products in the Western United States
resulting in a decrease in sales of approximately $928,000 and $1,378,000 for
the three and six months ended November 28, 1997, respectively, as compared to
the same periods in the prior year. In contrast to these decreases, sales of the
Company's core manufactured products increased $1,450,000 and $2,203,000 for the
three and six months ended November 28, 1997, respectively, as compared to the
same periods in the prior year.



Gross profit for the second quarter ended November 28, 1997 increased $185,000
to $6,127,000, or 49.7 % of sales, as compared with gross profit of $5,942,000,
or 45.7% of sales, for the same period in fiscal year 1997. Gross profit for the
first six months of fiscal year 1998 was $12,098,000 (48.7% of sales) as
compared to $11,522,000 (45.7% of sales) for the comparable period in fiscal
year 1997. The gross profit as a percentage of sales for the three and six
months


                                       9
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                           HASKEL INTERNATIONAL, INC.

PART I.   FINANCIAL INFORMATION

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



ended November 28, 1997 increased compared to the prior year principally as a
result of the elimination of lower-margin third-party product sales which earned
average gross profit margins of 20-24%. These sales were replaced with sales of
the Company's manufactured products which earn higher gross profits.
Additionally, as the Company increased its production of manufactured products,
the fixed overhead costs were spread over a larger pool of products resulting in
lower overhead costs as a percentage of sales and higher gross margin rates.



General and administrative expenses for the first three and six months of fiscal
year 1997 include reimbursements of $676,000 from the Company's insurance
carriers representing the recovery of legal expenses relating to environmental
matters. Excluding these reimbursements, selling, general and administrative,
and engineering ("operating") expenses were $4,261,000 or 34.6% of sales for the
second quarter of fiscal year 1998 as compared to $4,273,000 or 32.8% of sales
for the comparable period in fiscal year 1997. For the first six months of
fiscal year 1998, these expenses were $8,427,000 or 33.9% of sales as compared
to operating expenses, net of insurance reimbursements, of $8,186,000 or 32.5%
of sales for the prior year. Operating expenses for the first three and six
months of fiscal year 1998 included approximately $262,000 and $540,000,
respectively, attributable to activities of new businesses acquired and started.
Net of these expenses, operating expenses decreased as a result of lower legal
costs being incurred in the current year as compared to the prior year.



Included in income from continuing operations for the three and six months ended
November 30, 1996, was approximately $400,000 (net of taxes) relating to the
insurance reimbursements discussed above. Excluding these reimbursements, income
from continuing operations for the second quarter ended November 28, 1997
increased $109,000 or 9.7% to $1,230,000 (10% of sales) as compared with
$1,121,000 (8.6% of sales) for the comparable prior period. For the six months
ended November 28, 1997, income from continuing operations (excluding the
insurance reimbursements in the prior year) increased $202,000 or 9.4% to
$2,345,000 (9.4% of sales) as compared to $2,143,000 (8.5% of sales) for the
same period in fiscal year 1997. The increased income from continuing operations
is a result of the improvement in gross margins as well as lower operating
expenses.



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                           HASKEL INTERNATIONAL, INC.

PART I.  FINANCIAL INFORMATION

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



LIQUIDITY AND SOURCES OF CAPITAL

For the six months ended November 28, 1997, net cash provided by operating
activities included $1,468,000 from continuing operations as compared to
$1,951,000 for the same period in the prior year. The decrease in cash provided
by operating activities was principally due to the payment of accrued
liabilities in the first quarter of fiscal year 1998. Net cash of $348,000 was
used in discontinued operations in the first six months of fiscal year 1997 as
compared to $263,000 in the prior year.



During the six months ended November 28, 1997, cash used for investing
activities consisted mainly of capital expenditures. During the six months ended
November 30, 1996, cash used in investing activities consisted primarily of
capital expenditures and cash used to purchase a new subsidiary. Cash used in
financing activities for the six months ended November 28, 1997 and November 30,
1996 consisted principally of payments on long-term debt and dividends paid to
shareholders.



To insure the availability of funds to meet its various needs, the Company has a
comprehensive credit facility with its bank. The credit facility includes a
$5,000,000 revolving line of credit; a $4,000,000 acquisition line of credit
available for use in making acquisitions or capital expenditures; and a
$3,000,000 term loan. At November 28, 1997, the Company had no outstanding
balances under the revolving credit or acquisition lines. As of November 28,
1997, the balance of the term debt was $1,565,000, which bears interest at the
LIBOR rate plus 1-3/4% (7.6563% at November 28, 1997.)



As of November 28, 1997, the Company had $7,717,000 in cash and cash
equivalents, and working capital of $24,573,000, with a ratio of current assets
to current liabilities of approximately 4.0 : 1. This compares with cash and
cash equivalents of $8,490,000, and working capital of $24,095,000, with a ratio
of current assets to current liabilities of 3.7 : 1 as of May 31, 1997. The
Company believes it has adequate resources to achieve its operating goals for at
least the next 12 month period.



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                           HASKEL INTERNATIONAL, INC.



PART II.   OTHER INFORMATION



ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          (a) On October 17, 1997, the Company held its Annual Meeting of
Shareholders (the "1997 Annual Meeting") for shareholders of record as of
September 12, 1997.

          (b) At the 1997 Annual Meeting, holders of the Company's Class A
Common Stock, without par value ("Class A Common Stock"), elected three
Directors and holders of the Company's Class B Common Stock, without par value
("Class B Common Stock"), elected four Directors.

          The following individuals were elected by holders of the Company's
Class A Common Stock to serve as Directors of the Company:

                  R. Malcolm Greaves
                  Edward Malkowicz
                  Stanley T. Myers

          The following individuals were elected by holders of the Company's
Class B Common Stock to serve as Directors of the Company:

                  Terrence A. Noonan
                  John Vinke
                  H. Carr Wells
                  W. Bradley Zehner II

          (c) Additionally, at the 1997 Annual Meeting, the shareholders
approved the Merger of the Company's 1995 Incentive Stock Option Plan and 1989
Incentive Stock Option Plan and the appointment of Deloitte & Touche, LLP, as
the Company's independent auditors.



                                       12
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                           HASKEL INTERNATIONAL, INC.



PART II.   OTHER INFORMATION


ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)

1.  ELECTION OF DIRECTORS:



                                              Number of          Number of
                              Number of        Shares             Shares
                              Shares For       Against           Withheld
                              ----------       -------           --------
                                                        
Elected by Class A Stock

     R. Malcolm Greaves       4,272,229           -                  25
     Edward Malkowicz         4,269,057           -                3,197
     Stanley T. Myers         4,269,057           -                3,197

Non-Votes
and Abstentions                   -




                                              Number of          Number of
                              Number of        Shares             Shares
                              Shares For       Against           Withheld
                              ----------       -------           --------
                                                        
Elected by Class B Stock

     Terrence A. Noonan          40,000           -                   -
     John Vinke                  40,000           -                   -
     H. Carr Wells               40,000           -                   -
     W. Bradley Zehner II        40,000           -                   -

Non-Votes
and Abstentions                     -




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                           HASKEL INTERNATIONAL, INC.



PART II.   OTHER INFORMATION


ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)


2.        APPROVAL OF MERGER OF THE COMPANY'S 1995 INCENTIVE STOCK OPTION PLAN
          AND 1989 INCENTIVE STOCK OPTION PLAN:



                                                                        Percent of
                                                      Shares           Shares Voting
                                                      ------           -------------  
                                                                      
           Votes For                                 3,258,493             75.5
           Votes Against                               255,230              5.9
           Non-Votes and Abstentions                   801,131             18.6



3.        APPROVAL OF DELOITTE & TOUCHE, LLP AS THE COMPANY'S INDEPENDENT
          AUDITORS:



                                                                         Percent of
                                                       Shares          Shares Voting
                                                       ------          -------------
                                                                      
           Votes For                                 4,301,493             99.7
           Votes Against                                 4,115                .1
           Non-Votes and Abstentions                     9,246                .2




ITEM  6.   EXHIBITS AND REPORTS ON FORM 8-K

      Exhibits (numbered in accordance with Item 601 of Regulation S-K):

          10.27     Change in Control Agreement dated September 27, 1997 between
                    R. Malcolm Greaves and the Company.

          10.28     Change in Control Agreement dated September 27, 1997 between
                    Lonnie D. Schnell and the Company.

          10.29     Change in Control Agreement dated October 6, 1997 between
                    Henry Mason and the Company.

          11.1      Statement Re: Computation of Earnings Per Share

          27        Financial Data Schedule

(b)    No reports on Form 8-K were filed during the fiscal quarter covered by
       this report on Form 10-Q.



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                           HASKEL INTERNATIONAL, INC.

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.



HASKEL INTERNATIONAL, INC.
                                       (REGISTRANT)



DATE 1-14-97                           /s/ R. MALCOLM GREAVES
                                       ----------------------------------------
                                       R. Malcolm Greaves
                                       President & Chief Executive Officer


DATE 1-14-97                           /s/ LONNIE D. SCHNELL
                                       ----------------------------------------
                                       Lonnie D. Schnell
                                       Chief Financial Officer



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