
                              
                              
             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 December 31, 1996

                             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 0-14787
                              
                   WATTS INDUSTRIES, INC.
    (Exact name of registrant as specified in its charter)

             Delaware                             04-2916536
      (State of incorporation)         (I.R.S. Employer Identification No.)

     815 Chestnut Street, North Andover, MA           01845
   (Address of principal executive offices)         (Zip Code)

 Registrant's telephone number, including area code:  (508) 688-1811
                              
      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.

             Class              Outstanding at January 31, 1997

Class A Common, $.10 par value           15,672,660
Class B Common, $.10 par value           11,365,627
 


          WATTS INDUSTRIES, INC. AND SUBSIDIARIES
                              
                              
                            INDEX


Part I.             Financial Information                   Page #

  Item 1.  Condensed Consolidated Balance Sheets at
           December 31, 1996 and June 30, 1996              3

           Condensed Consolidated Statements of
           Earnings for the Three Months Ended
           December 31, 1996 and December 31, 1995          4

           Condensed Consolidated Statements of
           Earnings for the Six Months Ended
           December 31, 1996 and December 31, 1995          5

           Condensed Consolidated Statements of Cash
           Flows for the Six Months Ended December 31,
           1996 and December 31, 1995                       6

           Notes to Condensed Consolidated Financial
           Statements                                     7-8

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations 9-12

Part II.     Other Information

  Item 1.  Legal Proceedings                            13-14

  Item 4.  Submission of Matters to a Vote of Security
           Holders                                      14-15

  Item 6.  Exhibits and Reports on Form 8-K                15

  Signatures                                               16

           Exhibit Index                                   17

           Exhibit  11 - Computation of Per Share Earnings 18

           Exhibit 27 - Financial Data Schedule            19


