FORM 10-Q
                                         
                        SECURITIES AND EXCHANGE COMMISSION
                                         
                              WASHINGTON, D.C.  20549
                                         
                Quarterly Report Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934



                 For the quarterly period ended September 30, 1996

                          Commission file number 1-10716


                                TRIMAS CORPORATION                       
              (Exact name of registrant as specified in its charter)
                                         
                                         
                                         
                  Delaware                                  38-2687639    
           (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)                Identification No.)
                                         
                                         
                                         
           315 East Eisenhower Parkway, Ann Arbor, Michigan    48108     
           (Address of principal executive offices)           (Zip Code)
                                         
                                         
                                         
                                  (313) 747-7025                          
                                (Telephone number)


Indicate 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 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      


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


                                             Shares Outstanding at            
            Class                               October 31, 1996  

Common Stock, $.01 Par Value                       36,652,804       








                                TRIMAS CORPORATION

                                       INDEX



                                                            Page No.


Part I.   Financial Information

          Item 1.  Financial Statements

                   Consolidated Condensed Balance Sheets -
                     September 30, 1996 and December 31, 1995    1

                   Consolidated Condensed Statements of
                     Income for the Three Months and Nine 
                     Months Ended September 30, 1996 and 1995    2

                   Consolidated Condensed Statements of
                     Cash Flows for the Nine Months
                     Ended September 30, 1996 and 1995           3

                   Notes to Consolidated Condensed
                     Financial Statements                        4

          Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results
                     of Operations                               5


Part II.  Other Information and Signature                        9




























                          PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
                        TRIMAS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED BALANCE SHEETS


                                      September 30,        December 31, 
                                           1996                1995     
                                       (Unaudited)                      
Assets
Current assets:
     Cash and cash equivalents         $109,330,000        $ 92,390,000 
     Receivables                         81,460,000          71,200,000 
     Inventories                         87,150,000          85,490,000 
     Other current assets                 2,700,000           2,510,000 

          Total current assets          280,640,000         251,590,000 

Property and equipment                  179,680,000         173,700,000 
Excess of cost over net assets
  of acquired companies                 166,160,000         144,860,000 
Other assets                             45,820,000          46,210,000 

          Total assets                 $672,300,000        $616,360,000 

Liabilities and Shareholders' Equity
Current liabilities:
     Accounts payable                  $ 30,380,000        $ 24,390,000 
     Other current liabilities           40,260,000          29,740,000 

          Total current liabilities      70,640,000          54,130,000 

Deferred income taxes and other          39,330,000          36,360,000 
Long-term debt                          183,550,000         187,200,000 

          Total liabilities             293,520,000         277,690,000 

Shareholders' equity:
Common stock, $.01 par value, 
  authorized 100 million shares, 
  outstanding 36.6 
  million shares                            370,000             370,000 
Paid-in capital                         154,930,000         155,430,000 
Retained earnings                       225,530,000         185,370,000 
Cumulative translation adjustments       (2,050,000)         (2,500,000)

          Total shareholders' equity    378,780,000         338,670,000 

          Total liabilities and 
            shareholders' equity       $672,300,000        $616,360,000 


                The accompanying notes are an integral part of the
                        consolidated financial statements.




                                         1


                        TRIMAS CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                    (UNAUDITED)


                              Nine Months Ended          Three Months Ended
                                September 30,                September 30,     
                             1996          1995         1996           1995    

Net sales               $457,520,000  $431,400,000  $149,620,000  $131,880,000 
Cost of sales           (308,810,000) (290,750,000) (101,830,000)  (89,360,000)
Selling, general and
 administrative expenses (69,030,000)  (63,720,000)  (23,170,000)  (19,490,000)

     Operating profit     79,680,000    76,930,000    24,620,000    23,030,000 


Interest expense          (8,150,000)  (10,800,000)   (2,630,000)   (3,360,000)
Other, net (principally
 interest income)          4,520,000     5,070,000     1,680,000     1,940,000 

                          (3,630,000)   (5,730,000)     (950,000)   (1,420,000)
Income before income 
 taxes                    76,050,000    71,200,000    23,670,000    21,610,000 
Income taxes              29,660,000    27,980,000     9,230,000     8,390,000 

Net income              $ 46,390,000  $ 43,220,000  $ 14,440,000  $ 13,220,000 


Earnings per common 
 share:
     Primary                   $1.25         $1.17          $.39          $.36 
     Fully diluted             $1.17         $1.09          $.37          $.34 

Dividends declared per 
 common share                   $.17          $.14          $.06          $.05 

Weighted average number
  of common and common
  equivalent shares
  outstanding:
     Primary              36,971,000    36,995,000    36,977,000    36,998,000 
     Fully diluted        42,072,000    42,078,000    42,072,000    42,080,000 



                The accompanying notes are an integral part of the 
                   consolidated condensed financial statements.








                                         2


                        TRIMAS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)



                                                   Nine Months Ended
                                                       September 30,         
                                                    1996        1995    

CASH FROM (USED FOR):
  OPERATIONS:
      Net income                              $46,390,000   $43,220,000 
      Adjustments to reconcile net 
        income to net cash from 
        operations:
            Depreciation and amortization      17,390,000    16,280,000 
            Deferred income taxes               3,100,000     2,100,000 
            (Increase) decrease in receivables (5,580,000)  (10,970,000)
            (Increase) decrease in inventories   (230,000)   (2,880,000)
            Increase (decrease) in accounts
              payable and other current
              liabilities                       4,950,000       700,000 
            Other, net                         (1,290,000)   (4,230,000)

              Net cash from (used for) 
                operations                     64,730,000    44,220,000 

  INVESTMENTS:
      Capital expenditures                    (16,740,000)  (14,780,000)
      Acquisitions, net of cash acquired      (21,470,000)              

              Net cash from (used for)
                investments                   (38,210,000)  (14,780,000)

  FINANCING:
      Long-term debt:  
            Issuance                           18,480,000 
            Retirement                        (22,200,000)  (51,480,000)
      Common stock dividends paid              (5,860,000)   (4,760,000)

               Net cash from (used for)
                 financing                     (9,580,000)  (56,240,000)

CASH AND CASH EQUIVALENTS:
  Increase (decrease) for the period           16,940,000   (26,800,000)
  At beginning of period                       92,390,000   107,670,000 

      At end of period                       $109,330,000   $80,870,000 



                The accompanying notes are an integral part of the
                   consolidated condensed financial statements.


                                         3


                        TRIMAS CORPORATION AND SUBSIDIARIES

               Notes to Consolidated Condensed Financial Statements



A.  Basis of Presentation

    The accompanying unaudited consolidated condensed 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
    Rule 10-01 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 considered necessary for a fair presentation have been 
    included, and such adjustments are of a normal recurring nature.  The year-
    end condensed balance sheet data was derived from audited financial 
    statements, but does not include all disclosures required by generally 
    accepted accounting principles.  For further information, refer to the 
    consolidated financial statements and footnotes thereto included in the 
    Company's annual report on Form 10-K for the year ended December 31, 1995.  
    Certain amounts in the 1995 financial statements have been reclassified to 
    conform with the current presentation.

B.  Inventories by component are as follows:

                                  September 30,          December 31,
                                      1996                   1995    

    Finished goods                 $47,050,000           $47,490,000 
    Work in process                 16,050,000            14,200,000 
    Raw material                    24,050,000            23,800,000 
                                   $87,150,000           $85,490,000 

C.  Property and equipment reflects accumulated depreciation of $129.3 million 
    and $116.8 million as of September 30, 1996 and December 31, 1995, 
    respectively.

D.  During the third quarter of 1996 the Company acquired two businesses for the
    aggregate amount of $21,470,000 in cash (net of cash acquired), the 
    assumption of certain liabilities and the issuance of a short-term note.  
    The operating results of these two businesses did not have a material 
    effect on the Company's consolidated results for the third quarter or nine 
    months ended September 30, 1996.













                                         4


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



Results of Operations


    Consolidated net sales during the third quarter of 1996 were a record $149.6
million, an increase of 13.5 percent over the comparable period in 1995.  All 
four of the Company's reporting segments recorded increased sales during the 
1996 third quarter compared with last year.  Record sales for the first nine 
months of 1996 were $457.5 million, compared to $431.4 million in 1995.  
Operating results of Queensland Towbars Pty. Ltd. and The Englass Group Limited,
acquired during the third quarter of 1996, did not have a material effect on 
consolidated results.

    Sales by the Towing Systems segment increased 15.7 percent during the 
current quarter to $48.0 million compared to $41.5 million during last year's 
third quarter.  The continuing strength of the specialty automotive retail 
market and increased demand from independent hitch installers contributed to 
this segment's improved sales.  Ongoing new product introductions and delayed 
seasonal demand created in previous quarters by unfavorable weather conditions 
also aided third quarter sales performance.  Segment sales for the current 
year-to-date period were $153.6 million compared to $144.8 million in 1995.

    Third quarter 1996 sales by the Specialty Fasteners segment increased 5.9
percent to $35.3 million compared to $33.3 million during the corresponding 
period of a year ago. Segment sales during the first nine months of 1996 
decreased modestly to $108.4 million compared to $109.5 million one year ago.  
Increasing aircraft build rates at aerospace manufacturers continue to 
translate into increased segment sales of aerospace fasteners.  Third quarter 
sales performance was also impacted by modest recoveries in demand for fasteners
from heavy-duty truck manufacturers and automotive related metallurgical 
services, two markets whose softness had negatively affected both the first and
second quarters of 1996.



                                         5





















    Sales by the Specialty Container Products segment equaled $46.5 million 
during the current quarter compared to $39.2 million during last year's third 
quarter, an increase of 18.6 percent.  Year-to-date sales increased 10.3 percent
to $136.3 million compared to $123.5 million in 1995.  Third quarter and 
year-to-date segment sales were aided by increased export sales of compressed 
gas cylinders to both South America and the Far East.  Nine month and third 
quarter sales by the Corporate Companies segment increased 10.5 percent and 
10.9 percent, respectively, over 1995.  During the first nine months of 1996 
sales were $59.3 million compared to $53.6 million during 1995's corresponding 
period.  Sales during the third quarters of 1996 and 1995 were $19.8 million and
$17.9 million.  Sales of specialty insulation products increased during both the
third quarter and first nine months of 1996 as the commercial construction 
market continued to improve.

    The Company's consolidated operating profit for the first nine months of 
1996 increased to $79.7 million, or 17.4 percent of net sales, compared to 
$76.9 million in 1995, or a 17.8 percent operating margin.  The current year 
operating margin has been affected by sales promotions offered by the Towing 
Systems companies and mix of products sold.

    Interest expense decreased in the nine month period ended September 30, 1996
primarily because of the $51.5 million reduction of long-term debt in the third
quarter of 1995.  Interest expense for the quarter and nine months in 1996 was
also affected by lower prevailing interest rates.  Also, lower levels of cash 
and cash equivalents and lower interest rates during 1996 reduced interest 
income during the current periods.

    Net income for the nine and three months ended September 30, 1996 was $46.4
million and $14.4 million, compared to $43.2 million and $13.2 million in last
year's comparable periods.  Primary earnings per common share increased 6.8
percent to $1.25 for the first nine months of 1996 compared to 









                                         6



















1995's primary earnings per common share of $1.17, both based on 37.0 million
shares outstanding.  Fully diluted earnings per common share increased 7.3 
percent to $1.17 versus $1.09 last year, both based on 42.1 million shares 
outstanding.  Primary and fully diluted earnings per common share for the third
quarter of 1996 were $.39 and $.37, compared to $.36 and $.34 last year.



Liquidity, Working Capital and Cash Flows

    The Company's financial strategies include maintaining a relatively high 
level of liquidity.  Historically, TriMas Corporation has generated sufficient 
cash flows from operating activities to fund capital expenditures, debt service
and dividends, while maintaining its strategic level of liquidity.  At 
September 30, 1996 the current ratio was 4.0 to 1 and working capital equaled 
$210.0 million, including $109.3 million of cash and cash equivalents.  The 
Company had available credit of approximately $314.0 million under its domestic 
and international revolving credit facilities at September 30, 1996.
  
    Cash flows from operations provided $64.7 million and $44.2 million during 
the first nine months of 1996 and 1995.  These operating cash flows were net 
of increases in accounts receivable of $5.6 million in 1996 and $11.0 million in
1995.  These increases in receivables during the first nine months of each year
were due mainly to the seasonality of the Towing Systems segment, and to the
increased sales volumes.  Historically, the cash flow provided by the seasonal
increase in receivables is realized later in the year.  Increases in accounts
payable and accrued liabilities provided $4.9 million and $.7 million in the 
first nine months of 1996 and 1995.  Capital expenditures during the first nine 
months equaled $16.7 million in 1996 and $14.8 million in 1995.  During the 
third quarter of 1996 the Company used an aggregate of $21.5 million, net of 
cash acquired, to purchase The Englass Group Limited in 










                                         7

















the United Kingdom and Queensland Towbars Pty. Ltd. in Australia.  In connection
with the acquisition of Englass, the Company established a 20.0 million British
pounds revolving credit facility in the United Kingdom to fund a portion of the
purchase price and provide funds for ongoing working capital and capital 
expenditure needs and other growth initiatives.  During the third quarters of 
1996 and 1995 the Company used excess cash to retire $22.2 million and $51.5 
million of domestic long-term debt.  The increase in the common dividend rate is
reflected in cash used for financing activities during the first nine months of
1996.

    In late October, the Company acquired Heinrich Stolz GmbH & Co. KG, a 
leading European manufacturer of a wide variety of specialty container closures
for industrial packaging markets, headquartered in Neunkirchen, Germany.

    The Company believes its cash flows from operations, along with its 
borrowing capacity and access to financial markets, are adequate to fund its 
strategies for future growth, including working capital, expenditures for 
manufacturing expansion and efficiencies, market share initiatives, and 
corporate development activities.














                                         8



























                            PART II.  OTHER INFORMATION



Item 6.    Exhibits and Reports on Form 8-K


           (a)    Exhibits:

                   4   Credit Agreement dated October 30, 1996 between Stolz
                       Verwaltungsgesellschaft mit beschrankter Haftung, a 
                       German subsidiary of TriMas Corporation, and Bank of 
                       America National Trust and Savings Association (the 
                       "Bank"); and related Guaranty from TriMas Corporation in
                       favor of the Bank.
                  11   Computation of Earnings Per Common Share
                  12   Computation of Ratios of Earnings to Fixed Charges
                  27   Financial Data Schedule

           (b)    Reports on Form 8-K:

                       None were filed during the quarter ended 
                       September 30, 1996.

                            











                                     SIGNATURE

           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.

                                        TRIMAS CORPORATION

Date:  November 12, 1996                By:   /s/William E.  Meyers
                                              William E. Meyers
                                              Vice President - Controller
                                              (Chief accounting officer
                                               and authorized signatory)







                                         9



Exhibit Index



Exhibit
 Number                     Description of Document

   4                   Credit Agreement dated October 30, 1996 between Stolz
                       Verwaltungsgesellschaft mit beschrankter Haftung, a 
                       German subsidiary of TriMas Corporation, and Bank of 
                       America National Trust and Savings Association (the 
                       "Bank"); and related Guaranty from TriMas Corporation in
                       favor of the Bank.

  11                   Computation of Earnings Per Common Share

  12                   Computation of Ratios of Earnings to Fixed Charges

  27                   Financial Data Schedule

                             
                                                      Exhibit 4









Confidential



Stolz Verwaltungsgesellschaft mit beschrankter Haftung
In der Au 13
57290 Neunkirchen



Dear Sirs,

We are pleased to inform you that Bank of American National Trust and Savings
Association, Frankfurt Branch (the "Bank"), grants Stolz Verwaltungsgesellschaft
mit beschrankter Haftung (the "Borrower") a revolving credit facility in the
amount of DEM 30,000,000 (Deutschmarks thirty million).

This commitment and the payment of all outstandings hereunder shall be 
guaranteed by the unconditional, irrevocable and continuing guaranty (the 
"Guaranty") from TRIMAS CORPORATION, Ann Arbor, Michigan  48108, issued in favor
of the Bank on October 30, 1996.  This commitment is subject to the condition 
precedent that the borrower is a subsidiary of TRIMAS CORPORATION, Ann Arbor, 
Michigan  48108.  The purpose of the facility is to provide general corporate 
finance for the Borrower.  The facility is subject to the following terms and 
conditions:

1.    Disbursement

The facility can be drawn starting from October 31, 1996 in full or in 
tranches.  Drawings under the facility shall be made in Deutschmarks.  Drawings
shall have a minimum size of at least DEM 1,000,000.  The Bank shall be informed
at least two banking days prior to each drawdown.

2.    Interest, Commissions

Interest:  Interest on each individual loan tranche will be calculated at LIBOR
for such tranche plus the Applicable Margin (as defined below) per annum (360-
day basis) as in effect from time to time (provided that if any loan tranche is
not paid when due, such loan tranche shall thereafter bear interest at a rate 
per annum equal to LIBOR for such period as the Bank shall elect from time to 
time plus the Applicable Margin as in effect from











Page 2 of commitment letter
for Stolz Verwaltungsgesellschaft mit beschrankter Haftung 
as of October 30, 1996

time to time plus 2%).  LIBOR rates depend on the tenor of each individual loan
tranche which will be drawn.  Loan tranches can have tenors of 1, 2, 3, 6 or 12
months.  Interest is payable on the termination of each LIBOR interest period 
and, in the case of an interest period longer than 3 months, on the 3-month 
(and in the case of an interest period of 12 months, the 6-month and 9-month) 
anniversary of the first day of such interest period.

Commitment Fee:  The Bank charges a commitment fee at the Applicable Commitment
Fee Rate (as defined below) per annum (360-day basis) on the unutilized portion
of the facility.  The commitment fee will be charged quarterly in arrears and on
the final termination date.

Facility Fee:  The Bank charges a facility fee at the Applicable Facility Fee 
Rate (as defined below) per annum (360-day basis) on the total committed amount
of the facility.  The facility fee will be charged quarterly in arrears and on 
the final termination date.

3.    Repayment

The loan principal is due for repayment in full on July 1, 2000.

Borrower may optionally prepay at any time.  The Borrower shall indemnify the 
Bank for any loss, cost or expense due to any repayment other than on the last 
day of the applicable interest period.  Subject to the terms and conditions 
hereof, any amounts prepaid may be reborrowed.

4.    Events of Default

The Bank may terminate the facility immediately and declare the loans and all
other amounts payable hereunder to be immediately due and payable in case of any
of the following events (and the Bank shall have no obligation to make any 
loan at any time that any such event, or any event which if it continues uncured
or unwaived will (with the giving of notice or lapse of time or both) constitute
such an event, has occurred and is continuing).

(i)   Failure of the Borrower to pay when due any principal of any loan here-
      under; or failure of the Borrower to pay within five days of the due date 
      thereof any interest, fee or other amount payable hereunder.

(ii)  A breach or termination or cancellation of, or default under, the 
      Guaranty.

(iii) Failure by Trimas Corporation to comply with or to perform any provision 
      of Section 5.1 or 5.3 through 5.10 of the Credit Agreement (as defined 
      below) as incorporated into the Guaranty by reference; or failure by 
      Trimas Corporation to comply with or to perform any 













Page 3 of commitment letter
for Stolz Verwaltungsgesellschaft mit beschrankter Haftung
as of October 30, 1996

      other provision of the Guaranty (including any other provision of the 
      Credit Agreement incorporated therein by reference) and continuation of 
      such failure for 30 days after written notice thereof has been given to 
      Trimas Corporation by the Bank.

(iv)  The occurrence of any event of the type described in Section 6.1(e) of the
      Credit Agreement (including any such event with respect to the Credit
      Agreement).

(v)   The occurrence of any other "Event of Default" under and as defined in the
      Credit Agreement.

5.    Certain Definitions.

      As used herein, the following terms have the following meanings:

            Applicable Commitment Fee Rate means the rate per annum for the
      "commitment fee" as calculated pursuant to Section 2.8(a) of the Credit
      Agreement.

            Applicable Facility Fee Rate means the rate per annum for the
      "facility fee" as calculated pursuant to Section 2.8(b) of the Credit
      Agreement.

            Applicable Margin means the "Applicable Margin" for a "Syndicated
      Eurodollar Rate Loan" as calculated pursuant to (and as each such term is
      defined in) the Credit Agreement.

            Credit Agreement means the Credit Agreement dated as of February 1,
      1993 by and among Trimas Corporation, the banks named therein and
      NationsBank, N.A. (Carolinas) as Agent, as amended through the First
      Amendment thereto dated as of June 30, 1995, but without giving effect to
      any subsequent amendment thereto or waiver thereunder, unless consented to
      in writing by the Bank, or any expiration or termination thereof.

6.    Other Conditions.

6.1   Additionally, the German General Business Conditions of the German Branch 
      of Bank of America National Trust and Savings Association apply in the 
      form prevailing from time to time; provided that notwithstanding the 
      provisions of Section 13, 16 and 17 (or any successor sections) of such 
      Conditions, unless the Borrower otherwise agrees the facility shall be 
      unsecured and the Borrower shall have no obligation to provide any 
      security therefor.  The Borrower acknowledges receipt of such German 
      General Business Conditions and an English translation thereof.











Page 4 of commitment letter
for Stolz Verwaltungsgesellschaft mit beschrankter Haftung
as of October 30, 1996

6.2   The Borrower may not assign and/or pledge its claims for disbursement 
      under this commitment.

6.3   All reserves, fees, or taxes other than Bank's net income taxes, as
      applicable to this facility, shall be for account of the Borrower.

6.4   The Borrower will provide the Bank with its audited annual financial 
      reports within six months after fiscal year end.  In addition, the 
      Borrower will provide the Bank on request with all other customary 
      additional information which the Bank deems necessary for a prudent 
      evaluation of its commitment.

6.5   This contract is subject to German law.

6.6   Non-exclusive place of jurisdiction and venue is Frankfurt am Main.

If you are in agreement with the above, please add your legally binding 
signature to the attached copy and return it to us.

Best regards,

BANK OF AMERICA NT & SA
FRANKFURT BRANCH

By:  /S/ Rudi Perkowsky
Title:  Vice President and Country Manger

We confirm our agreement with the above contract.

Stolz Verwaltungsgesellschaft mit beschrankter Haftung

By:  /S/ Matthias Seipel
Title:  Geschafts Funker

Neunkirchen                         30 Oktober
_____________________________       _________________________________























                                     GUARANTY


      THIS GUARANTY dated as of October 30, 1996 is executed in favor of BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank").

                               W I T N E S S E T H:

      WHEREAS, the Bank (acting through its Frankfurt, Germany branch or any 
other branch) may from time to time make loans or other financial accommodations
to Stolz Verwaltungsgesellschaft mit beschrankter Haftung (the "Company"); and

      WHEREAS, the undersigned has agreed to guaranty payment of all such loans
and financial accommodations;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees as follows:

      Section 1   Guaranty.  The undersigned hereby absolutely, irrevocably and
unconditionally guarantees the full and prompt payment when due, whether by
acceleration or otherwise, and at all times thereafter, of all obligations of 
the Company to the Bank, howsoever created, arising or evidenced, whether 
direct or indirect, absolute or contingent, now or hereafter existing, or due 
or to become due (including, without limitation, any and all interest accruing 
on any such obligations after the commencement of any bankruptcy, insolvency or
similar proceeding involving the Company, notwithstanding any provision or rule
of law which might restrict the rights of the Bank, as against the Company or 
anyone else, to collect such interest).  All of such obligations of the Company
herein collectively called the "Liabilities".

      Section 2   Payment Prior to Maturity of Liabilities.  The undersigned
agrees that, in the event of the dissolution of the Company or the undersigned,
or the inability or failure of the Company or the undersigned to pay debts 
generally as they become due, or an assignment by the Company or the undersigned
for the benefit of creditors, or the occurrence of any bankruptcy, insolvency or
similar proceeding with respect to the Company or the undersigned, and if
such event shall occur at a time when any of the Liabilities may not then be due
and payable, the undersigned will pay to the Bank forthwith the full amount 
which would be payable hereunder by the undersigned if all Liabilities were then
due and payable.

      Section 3   Continuing Guaranty.  This Guaranty shall in all respects be a
continuing, absolute and unconditional guaranty, and shall remain in full force
and effect (notwithstanding, without limitation, the dissolution of the
undersigned or that any time or from time to time no Liabilities are 
outstanding)
















until all Liabilities have been paid in full and all commitments (if any) to
create Liabilities have terminated.

      Section 4   Returned Payments.  The undersigned agrees that if at any time
all or any part of any payment theretofore applied by the Bank to any of the
Liabilities is or must be rescinded or returned by the Bank for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Company or the undersigned), such Liabilities shall, for 
the purposes of this Guaranty, to the extent that such payment is or must be 
rescinded or returned, be deemed to have continued in existence, notwithstanding
such application by the Bank, and this Guaranty shall continue to be effective 
or be reinstated, as the case may be, as to such Liabilities, all as though 
such application by the Bank had not been made.

      Section 5   Rights of the Bank.  (a)  The Bank may, from time to time, at
its sole discretion and without notice to the undersigned, take any or all of 
the following actions without affecting the obligations of the undersigned 
hereunder; (i) retain or obtain a security interest in any property to secure 
any of the Liabilities or any obligation hereunder, (ii) retain or obtain the 
primary or secondary obligation of any obligor or obligors, in addition to the 
undersigned, with respect to any of the Liabilities, (iii) extend or renew any 
of the Liabilities for one or more periods (whether or not longer than the 
original period), alter or exchange any of the Liabilities, or release or 
compromise any obligation of the undersigned hereunder or any obligation of any 
nature of any other obligor with respect to any of the Liabilities, (iv) 
release its security interest in, or surrender, release or permit any 
substitution or exchange for, all or any part of any property securing any of 
the Liabilities or any obligation hereunder, or extend or renew for one or more 
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any obligations of any nature of any obligor with respect to 
any such property and (v) resort to the undersigned for payment of any of the 
Liabilities when due, whether or not the Bank shall have resorted to any 
property securing any of the Liabilities or any obligation hereunder or shall 
have proceeded against any other obligor primarily or secondarily obligated 
with respect to any of the Liabilities.

      (b)   The undersigned hereby expressly waives:  (i) notice of the 
acceptance by the Bank of this Guaranty, (ii) notice of the existence or 
creation or non-payment of all or any of the Liabilities, (iii) presentment,
demand, notice of dishonor and protest, and the failure by the Bank to give any
other notice which might under any circumstance constitute release of a 
guarantor and (iv) all diligence in collection or protection of or realization 
upon any Liabilities or any security for or guaranty of any Liabilities.



















      (c)   The creation or existence from time to time of additional 
Liabilities is hereby authorized, without notice to the undersigned, and shall 
in no way affect or impair the rights of the Bank or the obligations of the 
undersigned under this Guaranty.

      (d)   The Bank may from time to time assign or transfer any or all of the
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Liabilities 
shall be and remain Liabilities for the purposes of this Guaranty, and each and
every immediate and successive assignee or transferee of any of the Liabilities
or of any interest therein shall, to the extent of the interest of such assignee
or transferee in the Liabilities, be entitled to the benefits of this Guaranty 
to the same extent as if such assignee or transferee were the Bank.

      Section 6   Expenses.  The undersigned agrees to pay all expenses 
(including the reasonable fees and charges of outside counsel and the allocable
costs of internal legal services and all disbursements of internal counsel) 
paid or incurred by the Bank in endeavoring to collect the Liabilities, or any 
part thereof, and in enforcing this Guaranty against the undersigned.

      Section 7   Warranties.  The undersigned warrants to the Bank that:

      (a)   Organization, etc.  The undersigned is a corporation duly existing 
and in good standing under the laws of the State of Delaware; and the 
undersigned is duly qualified and in good standing as a foreign corporation 
authorized to do business in each jurisdiction where, because of the nature of 
its activities or properties, such qualification is required and the failure to 
so qualify would materially and adversely affect the undersigned's financial 
condition, operations, or business prospects.

      (b)   Authorization; No Conflict.  The execution, delivery and performance
of this Guaranty are within the undersigned's corporate powers, have been duly
authorized by all necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and will not
contravene or conflict with any provision of law applicable to the undersigned 
or of the charter or by-laws of the undersigned or of any agreement binding upon
the undersigned.

      (c)   Validity and Binding Nature.  This Guaranty is the legal, valid and
binding obligations of the undersigned, enforceable against the undersigned in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
right of creditors and the availability of equitable remedies.

      Section 8   Covenants.  The undersigned agrees that it will:

















      (a)   Notice of Default.  Furnish to the Bank forthwith upon learning of 
the occurrence of an Event of Default (as defined in the letter agreement 
between the Company and the Bank dated the date hereof), or an event which if it
continues uncured or unwaived will (with the giving of notice or lapse of time 
or both) constitute an Event of Default, written notice thereof describing the 
same and the steps being taken by the undersigned with respect thereto.

      (b)   Credit Agreement Covenants.  Observe and perform each covenant of 
the undersigned set forth in Article V of the Credit Agreement dated as of 
February 1, 1993 among the undersigned, the banks named therein and Nationsbank,
N.A. (Carolinas), as amended through the First Amendment thereto date as of June
30, 1995 (but without giving effect to any subsequent amendment thereto or 
waiver thereunder, unless consented to by the Bank, or any expiration or 
termination thereof), as if such covenants (and all related definitions) mutatis
mutandis were set forth in full herein.

      (c)   Other Agreements.  Not enter into any agreement containing any
provision which would be violated or breached by the performance of its
obligations hereunder or under any instrument or document delivered or to be
delivered by it hereunder or in connection herewith.

      Section 9   General.  (a)  No delay on the part of the Bank in the 
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Bank of any right or remedy shall preclude other or 
further exercise thereof or the exercise of any other right or remedy; nor shall
any modification or waiver of any provision of this Guaranty be binding upon the
Bank except as expressly set forth in a writing duly signed and delivered on 
behalf of the Bank.  No action of the Bank permitted hereunder shall in any way 
affect or impair the rights of the Bank or the obligations of the undersigned 
under this Guaranty.  For purposes of this Guaranty, Liabilities shall include 
all obligations of the Company to the Bank, notwithstanding any right or power 
of the Company or anyone else to assert any claim or defense (other than the 
defense that such obligations have been paid in full) as to the invalidity or 
unenforceability of any such obligation, and no such claim or defense shall 
affect or impair the obligations of the undersigned hereunder.

      (b)   This Guaranty shall be binding upon the undersigned and the 
successors and assigns of the undersigned.  All references herein to the Company
and to the undersigned, respectively, shall be deemed to include any successor 
or successors, whether immediate or remote, to such entity.

      (c)   This Guaranty has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the 


















laws of the State of Illinois applicable to contracts made and to be performed
entirely within such State.  Wherever possible each provision of this Guaranty
shall be interpreted in such manner as to be effective and valid under 
applicable law, but if any provision of this Guaranty shall be prohibited by or 
invalid under such law, such provision shall be ineffective to the extent of 
such prohibition or invalidity, without invalidating the remainder of such 
provision or the remaining provisions of this Guaranty.

      (d)   This Guaranty may be executed in any number of counterparts and by 
the different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts shall together 
constitute one and the same Guaranty.

      (e)   Notwithstanding any payment made by or for the account of the
undersigned pursuant to this Guaranty, the undersigned shall not be subrogated 
to any rights of the Bank until such time as the Bank shall have received 
payment of the full amount of all Liabilities and all liabilities of the 
undersigned hereunder.

      (f)   The undersigned hereby agrees that all payments made by the
undersigned hereunder in respect of the Liabilities shall be made in immediately
available funds and in the currency in which such Liabilities are denominated 
(the "Designated Currency").  The undersigned Partner agrees that:

            (i)   If, for the purposes of obtaining a judgment in any court, it 
      is necessary to convert a sum due hereunder in the Designated Currency 
      into another currency, the rate of exchange used shall be that at which in
      accordance with normal banking procedures the Bank could purchase the
      Designated Currency with such other currency on the business day preceding
      that on which final judgment is given.

            (ii)  The obligation of the undersigned in respect of any sum due 
      from it to the Bank shall, notwithstanding any judgment in a currency 
      other than the Designated Currency, be discharged only to the extent that 
      on the business day following receipt by the Bank of any sum adjudged to 
      be so due in such other currency the Bank may, in accordance with normal 
      banking procedures, purchase the Designated Currency with such other 
      currency; in the event that the Designated Currency so purchased is less 
      than the sum originally due to the Bank in the Designated Currency, the 
      undersigned, as a separate obligation and notwithstanding any such 
      judgment, hereby indemnifies and holds harmless the Bank against such 
      loss, and if the Designated Currency so purchased exceeds the sum 
      originally due to the Bank in the Designated Currency, the Bank shall 
      remit to the undersigned such excess.

















      (g)   ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN 
CONNECTION WITH THIS GUARANTY SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE 
NORTHERN DISTRICT OF ILLINOIS.  THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE 
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE 
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE UNDERSIGNED FURTHER 
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE 
PREPAID, TO THE ADDRESS SET FORTH OPPOSITE ITS SIGNATURE HERETO (OR SUCH OTHER 
ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE BANK AS ITS ADDRESS FOR 
NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF 
ILLINOIS.  THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE 
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER 
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

      (h)   EACH OF THE UNDERSIGNED AND (BY ACCEPTING THE BENEFITS HEREOF) THE
BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, ANY OTHER DOCUMENT EXECUTED IN
CONNECTION HEREWITH AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT 
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR 
THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH 
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE 
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

      IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as
of the day and year first above written.

                                    TRIMAS CORPORATION



                                    By:  /S/ Peter C. DeChants
                                       Title:  Vice President and Treasurer

Address:
                                                                 Exhibit 11
                        TRIMAS CORPORATION AND SUBSIDIARIES
                     COMPUTATION OF EARNINGS PER COMMON SHARE
                     (In Thousands, Except Per Share Amounts)



                                   Nine Months Ended      Three Months Ended
                                     September 30,           September 30,    
                                    1996        1995        1996        1995  
Primary:

     Net income                   $46,390     $43,220     $14,440     $13,220 

     Weighted average common 
       shares outstanding          36,644      36,644      36,644      36,644 
     Dilution of stock options        327         351         333         354 

     Weighted average common 
       and common equivalent 
       shares outstanding 
       after assumed exercise 
       of options                  36,971      36,995      36,977      36,998 

     Primary earnings per 
       common share                 $1.25       $1.17        $.39        $.36 

Fully diluted:

     Net income                   $46,390     $43,220     $14,440     $13,220 
     Add after tax convertible 
       debenture related 
       expenses                     2,760       2,760         920         920 

     Net income as adjusted       $49,150     $45,980     $15,360     $14,140 

     Weighted average common 
       shares outstanding          36,644      36,644      36,644      36,644 
     Dilution of stock options        345         351         345         353 
     Addition from assumed 
       conversion of convertible 
       debentures                   5,083       5,083       5,083       5,083 

     Weighted average common 
       and common equivalent 
       shares outstanding on 
       a fully diluted basis       42,072      42,078      42,072      42,080 

     Fully diluted earnings 
       per common share             $1.17       $1.09        $.37        $.34 



                                                            Exhibit 12

                  TRIMAS CORPORATION AND SUBSIDIARIES
         COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                      (Dollar Amounts in Thousands)



                                    Nine Months Ended       Three Months Ended
                                       September 30,           September 30,   
                                     1996         1995        1996        1995 
Earnings:

      Income before income taxes    $76,050     $71,200     $23,670     $21,610
      Fixed charges                   8,970      11,570       2,900       3,620

      Earnings before fixed 
        charges                     $85,020     $82,770     $26,570     $25,230



Fixed Charges:

      Interest                      $8,360      $10,950     $2,690      $3,410
      Portion of rental expense        700          680        230         230

      Fixed charges                 $9,060      $11,630     $2,920      $3,640



Ratios of earnings to fixed charges    9.4          7.1        9.1         6.9

 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TRIMAS CORPORATION'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1996 SEP-30-1996 109,330,000 0 83,270,000 1,810,000 87,150,000 280,640,000 308,940,000 129,260,000 672,300,000 70,640,000 183,550,000 0 0 370,000 378,410,000 672,300,000 457,520,000 457,520,000 308,810,000 308,810,000 0 0 8,150,000 76,050,000 29,660,000 46,390,000 0 0 0 46,390,000 1.25 1.17