SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            Form 8-K

        Current Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934


 Date of Report  (Date of earliest event reported)  July 2, 1999


                    Goddard Industries, Inc.
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
           .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
     (Exact Name of Registrant as Specified in Its Charter)


     Massachusetts        0-2052              04-2268165
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .
  (State or Other        (Commission         (I.R.S. Employer
     Jurisdiction        File Number)        Identification No.)
of Incorporation)


705 Plantation Street, Worcester, Massachuetts    01605
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .
     (Address of Principal Executive Offices)     (Zip Code)


                                          (508) 852-2435
Registrant's telephone number, including area code  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .


 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  . .
     (Former Name or Former Address, If Changed Since Last
Report)


Item 2.   Disposition of Assets

      On  July 2, 1999, the Registrant sold its Webstone Company,
Inc.  ("Webstone")  plumbing supplies subsidiary  to  Michael  E.
Reck,  president of Webstone since 1996.  Michael E. Reck is  the
son  of  Saul I. Reck, Chairman of the Board of Directors of  the
Registrant.   The  purchase  price  was  $1,789,324,   of   which
$1,539,324  was paid in cash and $250,000 was paid  in  preferred
stock  of Webstone.  The Webstone subsidiary carried a book value
of  approximately $2,060,000.  Net sales for Webstone for the six
months  ended April 3, 1999 were $2,062,000, with net  income  of
$62,000 as compared with consolidated net sales of the Registrant
of $4,831,000 and net income of $333,000.  In connection with the
transaction,  the  Registrant received an opinion  from  Fechtor,
Detwiler  & Co., Inc. that the sale of Webstone common stock  was
fair  from a financial point of view to the stockholders  of  the
Registrant.

Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements.
          The  required financial statements are not included  in
          this Report.  The Registrant plans to file the required
          financial  statements not later than 60 days  following
          the date of this Report.

     (b)  Exhibits.

          Exhibit No.            Description of Exhibit

               1                 Stock Purchase Agreement, dated
                                 July 2, 1999




                           SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                           GODDARD INDUSTRIES, INC.


Date:  July __, 1999       By:  /s/ Salvatore J. Vinciguerra
                                   Salvatore    J.   Vinciguerra,
President


                          EXHIBIT INDEX

 EXHIBIT NO.  DESCRIPTION OF EXHIBIT

      1       Stock Purchase Agreement























































                    STOCK PURCHASE AGREEMENT

                          by and among

                       Goddard Valve Corp.

                               and

                     Webstone Company, Inc.

                               and

                         Michael E. Reck








                   Dated as of   July 2 , 1999


















                    STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of
July  2  ,  1999,  is between Goddard Valve Corp. ("Seller")  the
holder  of  all of the issued and outstanding shares  of  capital
stock of Webstone Company, Inc., a Massachusetts corporation (the
"Company") and Michael Reck (the "Buyer").

      WHEREAS, the Buyer desires to purchase from the Seller  and
the  Seller  desires to sell to the Buyer all of the  outstanding
shares  of capital stock of the Company owned by the Seller  upon
the  terms  and subject to the conditions set forth  herein  (the
"Stock Purchase");

     NOW, THEREFORE, the parties hereto agree as follows:


                            ARTICLE 1

                       Certain Definitions

     As used in this Agreement the following terms shall have the
following respective meanings:

     Section 1.1.   "Business Day" shall mean any day that is not
a  Saturday,  Sunday or a day on which Banks in Massachusetts are
required or permitted to be closed.

      Section 1.2.  "Closing" shall mean the consummation of  the
transactions  contemplated by Article  2  of  this  Agreement  in
accordance  with  the  terms and upon the  conditions  set  forth
herein.

      Section 1.3.  "Closing Date" shall mean July 2, 1999 or, if
the  Seller  and the Buyer shall mutually agree upon a  different
date, the date upon which they shall have mutually agreed.

      Section  1.4.   "Shares" shall mean the  shares  of  common
stock, without par value, of the Company.


                            ARTICLE 2

                     Sale of Stock; Closing

      Section  2.1.   Purchase and Sale.  On  the  basis  of  the
representations, warranties, covenants and agreements and subject
to the satisfaction or waiver of the conditions set forth herein,
on  the  Closing Date, the Seller will sell, and the  Buyer  will
purchase  all of the Shares owned by the Seller, which constitute
all of the issued and outstanding Shares.

      Section 2.2.  Time and Place of Closing.  The Closing shall
take  place  at 10:00 a.m. on the Closing Date at the offices  of
Nutter,   McClennen   &  Fish,  LLP  in  Boston,   Massachusetts.
 .

     Section 2.3.  Payment of Purchase Price.  The Purchase Price
for  the  Shares shall be One Million Seven Hundred  Eighty  Nine
Thousand  Three  Hundred  and Twenty  Four  Dollars  ($1,789,324)
subject  to  adjustment as set forth in the  next  sentence.  The
Purchase Price is payable as follows:

     (a)  At the Closing the Buyer will cause the Company to issue and
       deliver to the Seller ten shares of its participating convertible
       preferred stock of the Company having a par value of twenty five
       thousand dollars per share and substantially in the form of
       Exhibit A attached hereto (the "Preferred Stock");

     (b)   At  the  Closing, the Buyer shall pay by certified  or
       bank  check or wire transfer to the Seller the balance  of
       the  Purchase Price less the following "hold back amount":
       the  face  amount  of  those accounts receivable,  not  to
       exceed  $150,000  in the aggregate, which are  outstanding
       as  of  the  Closing for more than 60 days and which  also
       are  outstanding for longer than the terms approved by the
       Company (the "hold back"). Buyer and the Company agree  to
       pay  collected accounts to Seller as received.  Buyer  and
       the  Company unconditionally agree to pay the holdback  in
       full no later than 90 days from the Closing.

       It  is  understood  that Seller shall be responsible,  and
     will  promptly pay the Company,  for tax liabilities of  the
     Company arising and accruing through July 3, 1999 and  that,
     thereafter,   all  tax  liabilities  arising  and   accruing
     thereafter shall be the sole responsibility of the Company.

     Section 2.4. Closing Matters.

At the Closing:

      (a)  the Seller shall deliver to the Buyer (i) certificates
for  all  of  the Shares to be purchased, with appropriate  stock
powers attached, properly signed, together with the related stock
books  and stock transfer records; (ii) copies of the Certificate
of  Incorporation of the Company, certified as of recent date  by
the  Secretary of State of Massachusetts; and (iii) copies of the
By-laws,  certified as of the Closing Date by the  Clerk  of  the
Company;  and  (iv) the original minute and stock  books  of  the
Company  certified as of the Closing Date by  the  Clerk  of  the
Company;

     (b)   the Buyer shall deliver to the Seller  the payment provided
for  in  section  2.3  (c),  (ii)  a  duly  executed  certificate
representing the Preferred Stock;

     (c)  the Company and the Seller shall execute and deliver a lease
with  respect  to  the  premises  occupied  by  the  Company   in
substantially the form attached hereto as Exhibit B;

     (d)   the Company and the Seller shall have entered  into  a
mutually satisfactory arrangement with respect to the use by  the
Seller  of the computer and related software currently  owned  by
the Company;

     (e)  the Company and the Seller shall have entered into mutually
       satisfactory arrangements with respect to each employee benefit
       plan with respect to the Company's employees.

     (f)  On the Closing Date Seller will buy from Buyer the computer
       system including the hardware and software described on Exhibit C
       for a total price of $1302.88.


2.5 Benefit Plans.

          (a)  Health insurance.

               (i)  Within five (5) days of the Closing Date, the Company will
establish group health insurance for its employees with
comparable coverage to Seller's group health plan. The new group
health plan of the Company will also provide COBRA coverage for
any Company employees (and their beneficiaries) in the event of
circumstances where they would be considered "M&A Beneficiaries"
under Proposed Regulation 54.4980B-9 of the Code in connection
with the sale contemplated under this Agreement.

(ii) If the Company discontinues its health insurance , the
parties agree that M&A Beneficiaries (if any, and no others) may
continue the balance of their COBRA coverage under a group health
plan, if available, of the Seller. In that event, the Company
agrees that it will pay a financial penalty to Seller equal to
100% of the premiums paid by M&A Beneficiaries for COBRA coverage
or, if greater, 150% of the adverse cost experience which Seller
demonstrates it incurs due to coverage of these persons after the
Closing Date.
          (b)  401(k) plan

               (i)  Within thirty days of the Closing Date, the Company will
establish a 401(k) plan comparable to the 401(k) plan in which it
now participates as a subsidiary of Seller. As part of that
transaction, Seller will take all reasonable and appropriate
steps to transfer to the Company's new 401(k) plan a share of the
assets equal in value to the account balances, forfeitable and
nonforfeitable, as of the Closing Date (including without
limitation all after-tax employee contributions, elective
deferrals and matching contributions through the Closing Date) of
all of the employees who Company will employ after the Closing
Date.  Seller reserves the right not to proceed with the transfer
described above in its sole discretion, provided that in that
event, Seller will take such actions as are necessary under its
401(k) plan to offer immediate and complete payment elections to
all of Company's employees pursuant to Section 401(k)(10)(A)(iii)
of the Code.

(ii) Seller has made or will make a provision on the Company's
financial statements for the following "unfunded anticipated
Seller contributions" to the 401(k) plan as of the Closing Date
based on eligible compensation at that time and Plan rules and
limits: 25% matching contributions and $9,000 for profit sharing
and no provision for Q-NEC contributions.
          (c)  Other matters.

               (i)  The Seller agrees to provide reasonable assistance in
transitioning other benefits which Company may wish to make
available to its employees, subject to receiving reasonable
reimbursement for costs it may incur.

(ii) The Seller agrees that the Company employees with positive
account balances under the Seller's Code Section 125 plan at the
Closing Date may continue to receive distributions from such
plan, subject to Code requirements, up to the full amount of such
account balances for qualifying expenses incurred through the end
of the current plan year.
      (iii)   Employees and beneficiaries are not third party
     beneficiaries to this agreement and have no enforceable
                        rights hereunder.

                            Article 3

                    Covenants of the Company

      The  Company  covenants and agrees that,  so  long  as  any
shares  of  Preferred Stock issued hereunder are  outstanding  it
will perform and observe the following covenants and provisions:

      3.1. Financial Statements.  The Company will maintain books
of  account  in  accordance  with generally  accepted  accounting
principles applied on a consistent basis, keep full and  complete
financial  records  and  furnish  to  the  Seller  the  following
reports:

      (a)   within 90 days after the end of each fiscal  year,  a
copy  of the balance sheet of the Company as at the end  of  such
year,  together  with  statements  of  operations,  stockholders'
equity  and cash flows of the Company for such year, reviewed  by
Stowe  &  Degon  or  other  independent  public  accountants   of
recognized  standing  reasonably  satisfactory  to  the   Seller,
prepared   in  accordance  with  generally  accepted   accounting
principles and practices consistently applied;

     (b)   within  30 days after the end of each month  unaudited
statements  of  operations for such period and  for  the  current
fiscal year to the end of such period to set forth in comparative
form the corresponding figures for the prior fiscal period; and

     (c)   such  other financial information, as the  Seller  may
reasonably  request, including, without limitation,  certificates
of  the  principal  financial officer of the  Company  concerning
compliance  with the covenants of the Company under this  Article
3.


      3.2.  Conduct  of Business.  The Company will  continue  to
engage  principally in the business now conducted by the Company.
The  Company  will  keep in full force and effect  its  corporate
existence and all intellectual property rights used or useful  in
its  business  (except  such rights as  the  Company's  Board  of
Directors,  in  its reasonable business judgment, has  determined
are not material to the Company's continuing operations).

      3.3.  Payment  of Taxes, Compliance with  Laws,  etc.   The
Company will pay and discharge all lawful taxes, assessments  and
governmental charges or levies imposed upon it or upon its income
or  property before the same shall become in default, as well  as
all lawful claims for labor, materials and supplies which, if not
paid when due, might become a lien or charge upon its property or
any  part thereof; provided, however, that the Company shall  not
be  required  to  pay  and discharge any  such  tax,  assessment,
charge,  levy, or claim so long as the validity thereof is  being
contested by the Company in good faith by appropriate proceedings
and  an  adequate  reserve therefor has been established  on  its
books.  The Company will use its best efforts to comply with  all
applicable  laws and regulations in the conduct of  its  business
including,  without  limitation,  all  environmental  laws.   The
Company  will  obtain and maintain all permits of any  applicable
governmental unit which are required with respect to  the conduct
of its operations.

      3.4.  Insurance.   The  Company  will  keep  its  insurable
properties   insured,   upon  reasonable   business   terms,   by
financially  sound and reputable insurers against liability,  and
the perils of casualty, fire and extended coverage in amounts  of
coverage  sufficient in the reasonable business judgment  of  the
Company  to protect the Company.  The Company will also  maintain
with such insurers insurance against other hazards and risks  and
liability  to  persons  and  property which,  in  the  reasonable
business judgment of the Company, is customary in the industry in
which the Company operates for companies of comparable size.

      3.5.  Maintenance of Properties.  The Company will maintain
all  properties used or useful in the conduct of its business  in
good  repair,  working  order  and  condition  as  is  reasonably
necessary   to   permit  such  business  to   be   properly   and
advantageously conducted.

      3.6.  Affiliated  Transactions.  All  transactions  by  and
between  the Company and any officer, employee or stockholder  of
the  Company  or  persons controlled by or affiliated  with  such
officer, employee or stockholder, shall be conducted on an  arms-
length  basis, shall be on terms and conditions no less favorable
to  the  Company than could be obtained from non-related  persons
and  shall be approved by the Company's Board of Directors  after
full  disclosure  of  the terms thereof, for  which  purpose  the
interested  party,  if  a  Director, and  any  affiliate  of  the
interested part who is a Director, shall not be entitled to vote.

      3.6.  Inspection.  The Company shall, upon reasonable prior
notice  to the Company, permit authorized representatives of  the
Seller  to visit and inspect any of the properties of the Company
including  its books of account (and to make copies  thereof  and
take extracts therefrom), and to discuss the affairs finances and
accounts   of  the  Company  with  its  officers,  administrative
employees and independent accountants, all at the expense of  the
Seller  and  at  such reasonable times and as  often  as  may  be
reasonably requested.

      3.7. Material Changes and Litigation.  The Company promptly
shall  notify  the  Seller  or its transferees  of  any  material
adverse  change  the business, properties, assets,  or  condition
(financial or otherwise) of the Company and of any litigation  or
governmental proceeding or investigation pending (or, to the best
knowledge  of  the Company, threatened) against  the  Company  or
against   any  officer,  director,  key  employee,  or  principal
stockholder of the Company, that materially adversely affects (or
if  adversely determined, could materially adversely affect)  its
present  or  proposed business, properties, assets, or  condition
(financial or otherwise) taken as a whole.  The Company will also
promptly notify the Seller or its transferees of any facts which,
had  such  facts  existed at the Closing, would have  constituted
material  breach of the representations and warranties  contained
herein.

      3.8.  Reservation of Conversion Stock.  The  Company  will,
upon  any  increase  in  the number of  shares  of  Common  Stock
issuable   upon  conversion  of  the  Preferred  Stock,   reserve
additional  shares  of  Common  Stock  for  issuance  upon   such
conversion,  so  that the number of shares  of  Common  Stock  so
issued  will  not  at any time be less than the  number  of  such
shares issuable upon such conversion.

      3.9. Negative Covenants.  Without the prior written consent
of  the  holders of a majority of the then outstanding  Preferred
Stock (a "Majority Vote"), the Company will not:

           (a)   alter, change or amend the preferences or rights
of the Preferred Stock;

          (b)  incur any indebtedness for borrowed money or authorize,
               create or issue any debt or equity securities other than the
               issue of stock or the granting of options to employees not
               exceeding 5% of the total outstanding shares of the Company's
               common stock pursuant to a plan approved by the Company's
               directors; provided however, that the loan arrangements between
               the Company and BankBoston incurred in connection with the
               transaction contemplated by this agreement  are hereby approved;

          (c)       effect  any sale, lease, assignment, transfer
               or  other  conveyance of all  or  any  substantial
               portion  of  the assets or capital  stock  of  the
               Company   or   any  subsidiary  thereof   or   any
               consolidation or merger involving the  Company  or
               any subsidiary thereof;

          (d)   permit  the  total  salary and  fringe  benefits,
          including any termination benefits, paid or accrued  in
          any  12  month  period by the Company to the  Buyer  to
          exceed  200%  of the annual salary and fringe  benefits
          payable to the Buyer by the Company as of the Closing.

          (e)   pay dividends on or make other distribution  with
          respect  to  any  securities other than  the  Preferred
          Stock; or

          (f)        repurchase or redeem any securities,  except
          for redemption of the Preferred Stock; or

          (g)  make any loans or guarantee any obligations, other
               than advances in the ordinary course to employees,
               which in the aggregate are not material.


                            ARTICLE 4

                 Representations and Warranties
                          of the Seller

      The  Seller hereby represents and warrants to the Buyer  as
follows:

      Section 4.1.  Authorization, etc. The Seller has full power
and  authority  to  execute and deliver  this  Agreement  and  to
perform its obligations under this Agreement.  This Agreement  is
the   legal,   valid  and  binding  obligation  of  the   Seller,
enforceable against it in accordance with its terms.

     Section 4.2.  The Company. The Company is a corporation duly
incorporated,  validly existing and in good  standing  under  the
laws  of the Commonwealth of Massachusetts.  The Company has  all
requisite  corporate  power  and authority  to  own  all  of  its
properties and assets and to carry on its business as it  is  now
being conducted.

       Section   4.3.   Capitalization;  Structure.    (a)    The
authorized capital stock of the Company consists of 7,500  shares
of   common  stock, without par value, of which 1,000 shares  are
issued  and outstanding and ten shares of preferred stock, twenty
five  thousand dollars par value as to which no shares are issued
or  outstanding. All of the issued and outstanding shares of  the
Company's  capital  stock  are validly  issued,  fully  paid  and
nonassessable  and owned by the Seller. There are no  outstanding
obligations,  options, warrants or other rights of  any  kind  to
acquire  shares of capital stock of any class of the  Company  or
any interest in the Company or any of its businesses.

      (b)  The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby will
not (i) violate any provision of, or be an event that is, or with
the passage of time will result in, a violation of, or result  in
the  acceleration of or entitle any party to accelerate  (whether
after  the  giving  of  notice or lapse  of  time  or  both)  any
obligation under, or result in the imposition of any lien upon or
the  creation of a security interest in any of the Shares or  any
asset  of  the  Company  pursuant to any mortgage,  lien,  lease,
agreement,  instrument,  order, arbitration  award,  judgment  or
decree to which the Seller is a party or by which it is bound, or
(ii)  violate or conflict with any other restriction of any  kind
or character to which the Seller is subject.

     (b)  Upon consummation of the Stock Purchase at the Closing as
contemplated by this Agreement, the Buyer will acquire  title  to
all  of  the Shares free and clear of any liens, claims, charges,
security   interests,  options  or  other  legal   or   equitable
encumbrances of any kind.

     Section  4.4.  Brokers. Finders; Etc.   The Seller  has  not
employed, and is not subject to any claim of, any broker, finder,
consultant  or  intermediary in connection with the  transactions
contemplated by this Agreement who might be entitled to a fee  or
commission upon the consummation of the transactions contemplated
hereby.

     Section  4.5.  Corrective Transfer of Assets. In  the  event
that  subsequent to the Closing it is discovered  that  an  asset
used  in the ordinary course of business of the Company and which
is  not  used  or  useful by the Seller is in fact  inadvertently
owned  by  the   Seller,  Seller agrees at Buyer's  request  made
within ninety (90) days of the Closing, to convey   such asset to
the Company at a price equal to the then book value of the asset.

     Section  4.6. Adverse Developments. To the best of  Seller's
knowledge and without any investigation whatsoever, Seller is not
aware of any material adverse fact involving the Company which is
not known to Buyer.



                            ARTICLE 5

                       Representations and
                     Warranties of the Buyer

     The Buyer represents and warrants to the Seller as follows:

     Section  5.1.  Authorization, etc. The Buyer has full  power
and  authority  to  execute and deliver  this  Agreement  and  to
perform his obligations under this Agreement.  This Agreement  is
the legal, valid and binding obligation of the Buyer, enforceable
against him in accordance with its terms.

      Section 5.2.  Preferred Stock. The Preferred Stock has been
duly  authorized, and when issued and delivered  to  the  Seller,
will  constitute the valid, legal and binding obligation  of  the
Company, enforceable in accordance with its terms.

      Section  5.3.   Brokers; Finders; etc.  The Buyer  has  not
employed any broker, finder, consultant or other intermediary  in
connection  with the transactions contemplated by this  Agreement
who might be entitled to a fee or commission from the Seller upon
the  consummation of the transactions contemplated hereby.

     Section 5.4.  Access to Information. Buyer acknowledges that
by virtue of his relationship to the Company as its President, he
has  not  looked to the Seller for any information regarding  the
business or financial condition or prospects of the Company  (the
"Company condition"). Buyer further acknowledges and agrees  that
Seller  has made no representation, express or implied, regarding
the Company's condition.

                            ARTICLE 6

                   Survival of Representations
                    and Warranties; Indemnity

     Section 6.1.  Survival.   The representations and warranties
of  the  Seller  and the Buyer included or provided  for  herein,
shall   survive  the consummation of the Stock  Purchase  at  the
Closing.

     Section 6.2.  Indemnity.  Subject to the other provisions of
this  Article  6,  after  the  Closing  Date,  the  Seller  shall
indemnify  and  hold  harmless the Buyer and its  successors  and
assigns,  and  the  Buyer shall indemnify and hold  harmless  the
Seller and its successors and assigns (the party or parties being
indemnified referred to as the "Indemnified Party" and the  other
party referred to as the "Indemnifying Party"), from, against and
in  respect of any and all damages, deficiencies, costs, expenses
or  losses ("Claims") (net of any tax benefit that results  in  a
reduction in the amount of Federal, state, local or other  income
or  other  tax  actually paid by the Indemnified Party) resulting
from  any  breach of any representation or warranty, covenant  or
agreement of the Indemnifying Party. The Seller further agrees to
so  indemnify  the Buyer with respect to any uninsured  liability
for third party claims arising out of defective products sold  by
the  Company  prior  to  the Closing.  In  consideration  of  the
indemnification set forth in the preceding sentence and  so  long
as  such indemnification remains in effect, the Company and Buyer
agree that the Company shall maintain in effect product liability
insurance in amounts and in form reasonably satisfactory  to  the
Seller  and  shall  annually  furnish  Seller  evidence  of  such
coverage  in the form of certificates of insurance naming  Seller
and the Company as insureds.

      Section  6.3.  Indemnification Procedure.  The  Indemnified
Party   shall  notify  the  Indemnifying  Party  with  reasonable
promptness of its discovery of any matter giving rise to a  claim
of  indemnity pursuant hereto.  With respect to any  third  party
claim or action that could give rise to indemnity hereunder,  the
Indemnified Party and the Indemnifying Party shall each have  the
opportunity to participate in the defense of such claim or action
with  counsel  of  each party's choice and at  each  party's  own
expense  and,  in  any event, such claim or  action  may  not  be
settled  unless the Indemnified Party, on the one hand,  and  the
Indemnifying  Party,  on the other hand, consent  thereto,  which
consent shall not be unreasonably withheld.

       Section   6.4.   Indemnification  Not  Sole  Remedy    The
indemnification contained in this Agreement shall not  be  deemed
to be the exclusive remedy of the Indemnified Party in connection
with  or  arising from any failure by the Indemnifying  Party  to
perform any of its covenants or obligations in this Agreement  or
in   the   agreements  related  hereto  or  any  breach  by   the
Indemnifying  Party  of  any warranty or the  inaccuracy  of  any
representation  of  the  Indemnifying  Party  contained  in  this
Agreement, nor shall such indemnification be deemed to  prejudice
or  to operate as a waiver of any remedy to which the Indemnified
Party  may  be entitled at law or equity in respect of  any  such
failure, breach or inaccuracy. In no event shall either party  be
liable for any special, consequential or punitive damages.



                            Article 7

                          Termination.

     Section 7.1.  Termination.  This Agreement may be terminated
at any time prior to the Closing:

     (a)  by mutual consent of each of the parties hereto, or

     (b)  by the Buyer on the one hand or by the Seller on the other
       hand (provided that the party seeking termination has diligently
       and in good faith performed or complied in all material respects
       with the agreements and covenants required to be performed by it
       hereunder) in the event that the transactions contemplated hereby
       are not consummated pursuant to this Agreement on or before the
       Closing Date  unless the parties hereto shall have agreed upon an
       extension  of time in which to consummate the transactions
       contemplated hereby.

      Section 7.2.  Effect of Termination.   In the event of  the
termination  of this Agreement pursuant to this Article  7,  this
Agreement, except for the provisions of Section 8.5 hereof, shall
forthwith  become void and have no effect, without any  liability
on  the part of any party.  Nothing in this Section shall relieve
any  party  to  this Agreement of liability for  breach  of  this
Agreement.

                            ARTICLE 8

                          Miscellaneous

     Section 8.1.  Counterparts.   This Agreement may be executed
in one or more counterparts, all of which shall be considered one
and  the same agreement, and shall become effective when  one  or
more  counterparts have been signed by each of  the  parties  and
delivered to the other party.

      Section  8.2.   Governing  Law.  This  Agreement  shall  be
governed by and construed in accordance with the substantive laws
of  the  Commonwealth of Massachusetts without reference  to  the
choice of law principles thereof.

     Section  8.3.   Entire Agreement.  This  Agreement  and  the
Exhibits hereto contain the entire agreement between the  parties
and  there are no agreements, understandings, representations  or
warranties  between  the parties other than those  set  forth  or
referred to therein.

     Section  8.4.   Amendment  and  Modification.   Subject   to
applicable  law,  this  Agreement may  be  amended,  modified  or
supplemented only by written agreement of the parties hereto.


     Section  8.5.   Expenses.   Except  as  set  forth  in  this
Agreement,  all  legal and other costs and expenses  incurred  in
connection  with this Agreement and the transactions contemplated
hereby  shall  be  paid  by the party incurring  such  costs  and
expenses.

     Section  8.6.   Specific Performance.  The  Seller  and  the
Buyer  each  acknowledge that, in view of the uniqueness  of  the
Company, the parties hereto would not have an adequate remedy  at
law  for money damages in the event that this Agreement were  not
performed in accordance with its terms, and therefore agree  that
the  parties hereto shall be entitled to specific enforcement  of
the  terms  hereof in addition to any other remedy to  which  the
parties hereto may be entitled, at law or in equity.

     Section  8.7.   Notices.   All notices  hereunder  shall  be
sufficiently given for all purposes hereunder if in  writing  and
delivered  personally  or sent by registered  mail  or  certified
mail,  postage prepaid, to the appropriate address as  set  forth
below.  Notice to the Seller shall be addressed to:

Goddard Valve Corp.
705 Plantation Street
Worcester, MA 01605
Attn. President
with a copy to:

George M. Hughes, Esq.
P.O. Box 610138
Newton Highlands, MA 02461-0138

or  at  such  other address and to the attention  of  such  other
person  as  the  Seller may designate by written  notice  to  the
Buyer.  Notices to the Buyer shall be addressed to:

Michael E. Reck
15 Pearl Street
Belmont, MA 02478

with a copy to:

Michael Bohnen, Esq.
Nutter, McClennen & Fish,LLP
One International Place
Boston, MA 02110-2699
or  at  such  other address and to the attention  of  such  other
person  as  the  Buyer  may designate by written  notice  to  the
Shareholders.  Any notice hereunder shall be deemed to have  been
served or given as of the date such notice is actually received.

      Section 8.6.  Successors and Assigns.  This Agreement shall
be  binding  upon and inure to the benefit of the parties  hereto
and  their  successors and assigns; provided, however,  that  the
Buyer  will  not  assign its rights under this  Agreement  to  an
entity other than an entity affiliated with the Buyer without the
written consent of the Seller.

IN  WITNESS  WHEREOF, this Agreement has been  signed  by  or  on
behalf of each of the parties as an instrument under seal  as  of
the day first above written.


                                   GODDARD VALVE CORP.


                                   By:______________________


                                   WEBSTONE COMPANY, INC.


                                   By:_______________________



                                   ________________________
                                   Michael E. Reck


Goddard Industries, Inc. hereby joins in the representations  and
warranties  of the Seller set forth in Sections 4.1  through  4.6
and in the undertaking set forth in the last paragraph of section
2.3  and  in the indemnification set forth in Section 6.2 of  the
foregoing agreement.

                                   GODDARD INDUSTRIES, INC.


                                   By:________________________
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 35693}]
{"company-data": {"conformed-name": "GODDARD INDUSTRIES INC", "cik": "0000041980", "assigned-sic": "3490", "irs-number": "042268165", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-02052", "film-number": "99665046"}, "business-address": {"street1": "705 PLANTATION ST", "city": "WORCESTER", "state": "MA", "zip": "01605", "phone": "5088522435"}, "mail-address": {"street1": "P O BOX 165", "city": "WORCESTER", "state": "MA", "zip": "01613-0765"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            Form 8-K

        Current Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

 Date of Report  (Date of earliest event reported)  July 2, 1999

                    Goddard Industries, Inc.
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
           .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
     (Exact Name of Registrant as Specified in Its Charter)

     Massachusetts        0-2052              04-2268165
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .
  (State or Other        (Commission         (I.R.S. Employer
     Jurisdiction        File Number)        Identification No.)
of Incorporation)

705 Plantation Street, Worcester, Massachuetts    01605
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .
     (Address of Principal Executive Offices)     (Zip Code)

                                          (508) 852-2435
Registrant's telephone number, including area code  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .

 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  . .
     (Former Name or Former Address, If Changed Since Last
Report)

Item 2.   Disposition of Assets

      On  July 2, 1999, the Registrant sold its Webstone Company,
Inc.  ("Webstone")  plumbing supplies subsidiary  to  Michael  E.
Reck,  president of Webstone since 1996.  Michael E. Reck is  the
son  of  Saul I. Reck, Chairman of the Board of Directors of  the
Registrant.   The  purchase  price  was  $1,789,324,   of   which
$1,539,324  was paid in cash and $250,000 was paid  in  preferred
stock  of Webstone.  The Webstone subsidiary carried a book value
of  approximately $2,060,000.  Net sales for Webstone for the six
months  ended April 3, 1999 were $2,062,000, with net  income  of
$62,000 as compared with consolidated net sales of the Registrant
of $4,831,000 and net income of $333,000.  In connection with the
transaction,  the  Registrant received an opinion  from  Fechtor,
Detwiler  & Co., Inc. that the sale of Webstone common stock  was
fair  from a financial point of view to the stockholders  of  the
Registrant.

Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements.
          The  required financial statements are not included  in
          this Report.  The Registrant plans to file the required
          financial  statements not later than 60 days  following
          the date of this Report.

     (b)  Exhibits.

          Exhibit No.            Description of Exhibit

               1                 Stock Purchase Agreement, dated
                                 July 2, 1999

                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                           GODDARD INDUSTRIES, INC.

Date:  July __, 1999       By:  /s/ Salvatore J. Vinciguerra
                                   Salvatore    J.   Vinciguerra,
President

                          EXHIBIT INDEX

 EXHIBIT NO.  DESCRIPTION OF EXHIBIT

      1       Stock Purchase Agreement

                    STOCK PURCHASE AGREEMENT

                          by and among

                       Goddard Valve Corp.

                               and

                     Webstone Company, Inc.

                               and

                         Michael E. Reck

                   Dated as of   July 2 , 1999

                    STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of
July  2  ,  1999,  is between Goddard Valve Corp. ("Seller")  the
holder  of  all of the issued and outstanding shares  of  capital
stock of Webstone Company, Inc., a Massachusetts corporation (the
"Company") and Michael Reck (the "Buyer").

      WHEREAS, the Buyer desires to purchase from the Seller  and
the  Seller  desires to sell to the Buyer all of the  outstanding
shares  of capital stock of the Company owned by the Seller  upon
the  terms  and subject to the conditions set forth  herein  (the
"Stock Purchase");

     NOW, THEREFORE, the parties hereto agree as follows:

                            ARTICLE 1

                       Certain Definitions

     As used in this Agreement the following terms shall have the
following respective meanings:

     Section 1.1.   "Business Day" shall mean any day that is not
a  Saturday,  Sunday or a day on which Banks in Massachusetts are
required or permitted to be closed.

      Section 1.2.  "Closing" shall mean the consummation of  the
transactions  contemplated by Article  2  of  this  Agreement  in
accordance  with  the  terms and upon the  conditions  set  forth
herein.

      Section 1.3.  "Closing Date" shall mean July 2, 1999 or, if
the  Seller  and the Buyer shall mutually agree upon a  different
date, the date upon which they shall have mutually agreed.

      Section  1.4.   "Shares" shall mean the  shares  of  common
stock, without par value, of the Company.

                            ARTICLE 2

                     Sale of Stock; Closing

      Section  2.1.   Purchase and Sale.  On  the  basis  of  the
representations, warranties, covenants and agreements and subject
to the satisfaction or waiver of the conditions set forth herein,
on  the  Closing Date, the Seller will sell, and the  Buyer  will
purchase  all of the Shares owned by the Seller, which constitute
all of the issued and outstanding Shares.

      Section 2.2.  Time and Place of Closing.  The Closing shall
take  place  at 10:00 a.m. on the Closing Date at the offices  of
Nutter,   McClennen   &  Fish,  LLP  in  Boston,   Massachusetts.
 .

     Section 2.3.  Payment of Purchase Price.  The Purchase Price
for  the  Shares shall be One Million Seven Hundred  Eighty  Nine
Thousand  Three  Hundred  and Twenty  Four  Dollars  ($1,789,324)
subject  to  adjustment as set forth in the  next  sentence.  The
Purchase Price is payable as follows:

     (a)  At the Closing the Buyer will cause the Company to issue and
       deliver to the Seller ten shares of its participating convertible
       preferred stock of the Company having a par value of twenty five
       thousand dollars per share and substantially in the form of
       Exhibit A attached hereto (the "Preferred Stock");

     (b)   At  the  Closing, the Buyer shall pay by certified  or
       bank  check or wire transfer to the Seller the balance  of
       the  Purchase Price less the following "hold back amount":
       the  face  amount  of  those accounts receivable,  not  to
       exceed  $150,000  in the aggregate, which are  outstanding
       as  of  the  Closing for more than 60 days and which  also
       are  outstanding for longer than the terms approved by the
       Company (the "hold back"). Buyer and the Company agree  to
       pay  collected accounts to Seller as received.  Buyer  and
       the  Company unconditionally agree to pay the holdback  in
       full no later than 90 days from the Closing.

       It  is  understood  that Seller shall be responsible,  and
     will  promptly pay the Company,  for tax liabilities of  the
     Company arising and accruing through July 3, 1999 and  that,
     thereafter,   all  tax  liabilities  arising  and   accruing
     thereafter shall be the sole responsibility of the Company.

     Section 2.4. Closing Matters.

At the Closing:

      (a)  the Seller shall deliver to the Buyer (i) certificates
for  all  of  the Shares to be purchased, with appropriate  stock
powers attached, properly signed, together with the related stock
books  and stock transfer records; (ii) copies of the Certificate
of  Incorporation of the Company, certified as of recent date  by
the  Secretary of State of Massachusetts; and (iii) copies of the
By-laws,  certified as of the Closing Date by the  Clerk  of  the
Company;  and  (iv) the original minute and stock  books  of  the
Company  certified as of the Closing Date by  the  Clerk  of  the
Company;

     (b)   the Buyer shall deliver to the Seller  the payment provided
for  in  section  2.3  (c),  (ii)  a  duly  executed  certificate
representing the Preferred Stock;

     (c)  the Company and the Seller shall execute and deliver a lease
with  respect  to  the  premises  occupied  by  the  Company   in
substantially the form attached hereto as Exhibit B;

     (d)   the Company and the Seller shall have entered  into  a
mutually satisfactory arrangement with respect to the use by  the
Seller  of the computer and related software currently  owned  by
the Company;

     (e)  the Company and the Seller shall have entered into mutually
       satisfactory arrangements with respect to each employee benefit
       plan with respect to the Company's employees.

     (f)  On the Closing Date Seller will buy from Buyer the computer
       system including the hardware and software described on Exhibit C
       for a total price of $1302.88.

2.5 Benefit Plans.

          (a)  Health insurance.

               (i)  Within five (5) days of the Closing Date, the Company will
establish group health insurance for its employees with
comparable coverage to Seller's group health plan. The new group
health plan of the Company will also provide COBRA coverage for
any Company employees (and their beneficiaries) in the event of
circumstances where they would be considered "M&A Beneficiaries"
under Proposed Regulation 54.4980B-9 of the Code in connection
with the sale contemplated under this Agreement.

(ii) If the Company discontinues its health insurance , the
parties agree that M&A Beneficiaries (if any, and no others) may
continue the balance of their COBRA coverage under a group health
plan, if available, of the Seller. In that event, the Company
agrees that it will pay a financial penalty to Seller equal to
100% of the premiums paid by M&A Beneficiaries for COBRA coverage
or, if greater, 150% of the adverse cost experience which Seller
demonstrates it incurs due to coverage of these persons after the
Closing Date.
          (b)  401(k) plan

               (i)  Within thirty days of the Closing Date, the Company will
establish a 401(k) plan comparable to the 401(k) plan in which it
now participates as a subsidiary of Seller. As part of that
transaction, Seller will take all reasonable and appropriate
steps to transfer to the Company's new 401(k) plan a share of the
assets equal in value to the account balances, forfeitable and
nonforfeitable, as of the Closing Date (including without
limitation all after-tax employee contributions, elective
deferrals and matching contributions through the Closing Date) of
all of the employees who Company will employ after the Closing
Date.  Seller reserves the right not to proceed with the transfer
described above in its sole discretion, provided that in that
event, Seller will take such actions as are necessary under its
401(k) plan to offer immediate and complete payment elections to
all of Company's employees pursuant to Section 401(k)(10)(A)(iii)
of the Code.

(ii) Seller has made or will make a provision on the Company's
financial statements for the following "unfunded anticipated
Seller contributions" to the 401(k) plan as of the Closing Date
based on eligible compensation at that time and Plan rules and
limits: 25% matching contributions and $9,000 for profit sharing
and no provision for Q-NEC contributions.
          (c)  Other matters.

               (i)  The Seller agrees to provide reasonable assistance in
transitioning other benefits which Company may wish to make
available to its employees, subject to receiving reasonable
reimbursement for costs it may incur.

(ii) The Seller agrees that the Company employees with positive
account balances under the Seller's Code Section 125 plan at the
Closing Date may continue to receive distributions from such
plan, subject to Code requirements, up to the full amount of such
account balances for qualifying expenses incurred through the end
of the current plan year.
      (iii)   Employees and beneficiaries are not third party
     beneficiaries to this agreement and have no enforceable
                        rights hereunder.

                            Article 3

                    Covenants of the Company

      The  Company  covenants and agrees that,  so  long  as  any
shares  of  Preferred Stock issued hereunder are  outstanding  it
will perform and observe the following covenants and provisions:

      3.1. Financial Statements.  The Company will maintain books
of  account  in  accordance  with generally  accepted  accounting
principles applied on a consistent basis, keep full and  complete
financial  records  and  furnish  to  the  Seller  the  following
reports:

      (a)   within 90 days after the end of each fiscal  year,  a
copy  of the balance sheet of the Company as at the end  of  such
year,  together  with  statements  of  operations,  stockholders'
equity  and cash flows of the Company for such year, reviewed  by
Stowe  &  Degon  or  other  independent  public  accountants   of
recognized  standing  reasonably  satisfactory  to  the   Seller,
prepared   in  accordance  with  generally  accepted   accounting
principles and practices consistently applied;

     (b)   within  30 days after the end of each month  unaudited
statements  of  operations for such period and  for  the  current
fiscal year to the end of such period to set forth in comparative
form the corresponding figures for the prior fiscal period; and

     (c)   such  other financial information, as the  Seller  may
reasonably  request, including, without limitation,  certificates
of  the  principal  financial officer of the  Company  concerning
compliance  with the covenants of the Company under this  Article
3.

      3.2.  Conduct  of Business.  The Company will  continue  to
engage  principally in the business now conducted by the Company.
The  Company  will  keep in full force and effect  its  corporate
existence and all intellectual property rights used or useful  in
its  business  (except  such rights as  the  Company's  Board  of
Directors,  in  its reasonable business judgment, has  determined
are not material to the Company's continuing operations).

      3.3.  Payment  of Taxes, Compliance with  Laws,  etc.   The
Company will pay and discharge all lawful taxes, assessments  and
governmental charges or levies imposed upon it or upon its income
or  property before the same shall become in default, as well  as
all lawful claims for labor, materials and supplies which, if not
paid when due, might become a lien or charge upon its property or
any  part thereof; provided, however, that the Company shall  not
be  required  to  pay  and discharge any  such  tax,  assessment,
charge,  levy, or claim so long as the validity thereof is  being
contested by the Company in good faith by appropriate proceedings
and  an  adequate  reserve therefor has been established  on  its
books.  The Company will use its best efforts to comply with  all
applicable  laws and regulations in the conduct of  its  business
including,  without  limitation,  all  environmental  laws.   The
Company  will  obtain and maintain all permits of any  applicable
governmental unit which are required with respect to  the conduct
of its operations.

      3.4.  Insurance.   The  Company  will  keep  its  insurable
properties   insured,   upon  reasonable   business   terms,   by
financially  sound and reputable insurers against liability,  and
the perils of casualty, fire and extended coverage in amounts  of
coverage  sufficient in the reasonable business judgment  of  the
Company  to protect the Company.  The Company will also  maintain
with such insurers insurance against other hazards and risks  and
liability  to  persons  and  property which,  in  the  reasonable
business judgment of the Company, is customary in the industry in
which the Company operates for companies of comparable size.

      3.5.  Maintenance of Properties.  The Company will maintain
all  properties used or useful in the conduct of its business  in
good  repair,  working  order  and  condition  as  is  reasonably
necessary   to   permit  such  business  to   be   properly   and
advantageously conducted.

      3.6.  Affiliated  Transactions.  All  transactions  by  and
between  the Company and any officer, employee or stockholder  of
the  Company  or  persons controlled by or affiliated  with  such
officer, employee or stockholder, shall be conducted on an  arms-
length  basis, shall be on terms and conditions no less favorable
to  the  Company than could be obtained from non-related  persons
and  shall be approved by the Company's Board of Directors  after
full  disclosure  of  the terms thereof, for  which  purpose  the
interested  party,  if  a  Director, and  any  affiliate  of  the
interested part who is a Director, shall not be entitled to vote.

      3.6.  Inspection.  The Company shall, upon reasonable prior
notice  to the Company, permit authorized representatives of  the
Seller  to visit and inspect any of the properties of the Company
including  its books of account (and to make copies  thereof  and
take extracts therefrom), and to discuss the affairs finances and
accounts   of  the  Company  with  its  officers,  administrative
employees and independent accountants, all at the expense of  the
Seller  and  at  such reasonable times and as  often  as  may  be
reasonably requested.

      3.7. Material Changes and Litigation.  The Company promptly
shall  notify  the  Seller  or its transferees  of  any  material
adverse  change  the business, properties, assets,  or  condition
(financial or otherwise) of the Company and of any litigation  or
governmental proceeding or investigation pending (or, to the best
knowledge  of  the Company, threatened) against  the  Company  or
against   any  officer,  director,  key  employee,  or  principal
stockholder of the Company, that materially adversely affects (or
if  adversely determined, could materially adversely affect)  its
present  or  proposed business, properties, assets, or  condition
(financial or otherwise) taken as a whole.  The Company will also
promptly notify the Seller or its transferees of any facts which,
had  such  facts  existed at the Closing, would have  constituted
material  breach of the representations and warranties  contained
herein.

      3.8.  Reservation of Conversion Stock.  The  Company  will,
upon  any  increase  in  the number of  shares  of  Common  Stock
issuable   upon  conversion  of  the  Preferred  Stock,   reserve
additional  shares  of  Common  Stock  for  issuance  upon   such
conversion,  so  that the number of shares  of  Common  Stock  so
issued  will  not  at any time be less than the  number  of  such
shares issuable upon such conversion.

      3.9. Negative Covenants.  Without the prior written consent
of  the  holders of a majority of the then outstanding  Preferred
Stock (a "Majority Vote"), the Company will not:

           (a)   alter, change or amend the preferences or rights
of the Preferred Stock;

          (b)  incur any indebtedness for borrowed money or authorize,
               create or issue any debt or equity securities other than the
               issue of stock or the granting of options to employees not
               exceeding 5% of the total outstanding shares of the Company's
               common stock pursuant to a plan approved by the Company's
               directors; provided however, that the loan arrangements between
               the Company and BankBoston incurred in connection with the
               transaction contemplated by this agreement  are hereby approved;

          (c)       effect  any sale, lease, assignment, transfer
               or  other  conveyance of all  or  any  substantial
               portion  of  the assets or capital  stock  of  the
               Company   or   any  subsidiary  thereof   or   any
               consolidation or merger involving the  Company  or
               any subsidiary thereof;

          (d)   permit  the  total  salary and  fringe  benefits,
          including any termination benefits, paid or accrued  in
          any  12  month  period by the Company to the  Buyer  to
          exceed  200%  of the annual salary and fringe  benefits
          payable to the Buyer by the Company as of the Closing.

          (e)   pay dividends on or make other distribution  with
          respect  to  any  securities other than  the  Preferred
          Stock; or

          (f)        repurchase or redeem any securities,  except
          for redemption of the Preferred Stock; or

          (g)  make any loans or guarantee any obligations, other
               than advances in the ordinary course to employees,
               which in the aggregate are not material.

                            ARTICLE 4

                 Representations and Warranties
                          of the Seller

      The  Seller hereby represents and warrants to the Buyer  as
follows:

      Section 4.1.  Authorization, etc. The Seller has full power
and  authority  to  execute and deliver  this  Agreement  and  to
perform its obligations under this Agreement.  This Agreement  is
the   legal,   valid  and  binding  obligation  of  the   Seller,
enforceable against it in accordance with its terms.

     Section 4.2.  The Company. The Company is a corporation duly
incorporated,  validly existing and in good  standing  under  the
laws  of the Commonwealth of Massachusetts.  The Company has  all
requisite  corporate  power  and authority  to  own  all  of  its
properties and assets and to carry on its business as it  is  now
being conducted.

       Section   4.3.   Capitalization;  Structure.    (a)    The
authorized capital stock of the Company consists of 7,500  shares
of   common  stock, without par value, of which 1,000 shares  are
issued  and outstanding and ten shares of preferred stock, twenty
five  thousand dollars par value as to which no shares are issued
or  outstanding. All of the issued and outstanding shares of  the
Company's  capital  stock  are validly  issued,  fully  paid  and
nonassessable  and owned by the Seller. There are no  outstanding
obligations,  options, warrants or other rights of  any  kind  to
acquire  shares of capital stock of any class of the  Company  or
any interest in the Company or any of its businesses.

      (b)  The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby will
not (i) violate any provision of, or be an event that is, or with
the passage of time will result in, a violation of, or result  in
the  acceleration of or entitle any party to accelerate  (whether
after  the  giving  of  notice or lapse  of  time  or  both)  any
obligation under, or result in the imposition of any lien upon or
the  creation of a security interest in any of the Shares or  any
asset  of  the  Company  pursuant to any mortgage,  lien,  lease,
agreement,  instrument,  order, arbitration  award,  judgment  or
decree to which the Seller is a party or by which it is bound, or
(ii)  violate or conflict with any other restriction of any  kind
or character to which the Seller is subject.

     (b)  Upon consummation of the Stock Purchase at the Closing as
contemplated by this Agreement, the Buyer will acquire  title  to
all  of  the Shares free and clear of any liens, claims, charges,
security   interests,  options  or  other  legal   or   equitable
encumbrances of any kind.

     Section  4.4.  Brokers. Finders; Etc.   The Seller  has  not
employed, and is not subject to any claim of, any broker, finder,
consultant  or  intermediary in connection with the  transactions
contemplated by this Agreement who might be entitled to a fee  or
commission upon the consummation of the transactions contemplated
hereby.

     Section  4.5.  Corrective Transfer of Assets. In  the  event
that  subsequent to the Closing it is discovered  that  an  asset
used  in the ordinary course of business of the Company and which
is  not  used  or  useful by the Seller is in fact  inadvertently
owned  by  the   Seller,  Seller agrees at Buyer's  request  made
within ninety (90) days of the Closing, to convey   such asset to
the Company at a price equal to the then book value of the asset.

     Section  4.6. Adverse Developments. To the best of  Seller's
knowledge and without any investigation whatsoever, Seller is not
aware of any material adverse fact involving the Company which is
not known to Buyer.

                            ARTICLE 5

                       Representations and
                     Warranties of the Buyer

     The Buyer represents and warrants to the Seller as follows:

     Section  5.1.  Authorization, etc. The Buyer has full  power
and  authority  to  execute and deliver  this  Agreement  and  to
perform his obligations under this Agreement.  This Agreement  is
the legal, valid and binding obligation of the Buyer, enforceable
against him in accordance with its terms.

      Section 5.2.  Preferred Stock. The Preferred Stock has been
duly  authorized, and when issued and delivered  to  the  Seller,
will  constitute the valid, legal and binding obligation  of  the
Company, enforceable in accordance with its terms.

      Section  5.3.   Brokers; Finders; etc.  The Buyer  has  not
employed any broker, finder, consultant or other intermediary  in
connection  with the transactions contemplated by this  Agreement
who might be entitled to a fee or commission from the Seller upon
the  consummation of the transactions contemplated hereby.

     Section 5.4.  Access to Information. Buyer acknowledges that
by virtue of his relationship to the Company as its President, he
has  not  looked to the Seller for any information regarding  the
business or financial condition or prospects of the Company  (the
"Company condition"). Buyer further acknowledges and agrees  that
Seller  has made no representation, express or implied, regarding
the Company's condition.

                            ARTICLE 6

                   Survival of Representations
                    and Warranties; Indemnity

     Section 6.1.  Survival.   The representations and warranties
of  the  Seller  and the Buyer included or provided  for  herein,
shall   survive  the consummation of the Stock  Purchase  at  the
Closing.

     Section 6.2.  Indemnity.  Subject to the other provisions of
this  Article  6,  after  the  Closing  Date,  the  Seller  shall
indemnify  and  hold  harmless the Buyer and its  successors  and
assigns,  and  the  Buyer shall indemnify and hold  harmless  the
Seller and its successors and assigns (the party or parties being
indemnified referred to as the "Indemnified Party" and the  other
party referred to as the "Indemnifying Party"), from, against and
in  respect of any and all damages, deficiencies, costs, expenses
or  losses ("Claims") (net of any tax benefit that results  in  a
reduction in the amount of Federal, state, local or other  income
or  other  tax  actually paid by the Indemnified Party) resulting
from  any  breach of any representation or warranty, covenant  or
agreement of the Indemnifying Party. The Seller further agrees to
so  indemnify  the Buyer with respect to any uninsured  liability
for third party claims arising out of defective products sold  by
the  Company  prior  to  the Closing.  In  consideration  of  the
indemnification set forth in the preceding sentence and  so  long
as  such indemnification remains in effect, the Company and Buyer
agree that the Company shall maintain in effect product liability
insurance in amounts and in form reasonably satisfactory  to  the
Seller  and  shall  annually  furnish  Seller  evidence  of  such
coverage  in the form of certificates of insurance naming  Seller
and the Company as insureds.

      Section  6.3.  Indemnification Procedure.  The  Indemnified
Party   shall  notify  the  Indemnifying  Party  with  reasonable
promptness of its discovery of any matter giving rise to a  claim
of  indemnity pursuant hereto.  With respect to any  third  party
claim or action that could give rise to indemnity hereunder,  the
Indemnified Party and the Indemnifying Party shall each have  the
opportunity to participate in the defense of such claim or action
with  counsel  of  each party's choice and at  each  party's  own
expense  and,  in  any event, such claim or  action  may  not  be
settled  unless the Indemnified Party, on the one hand,  and  the
Indemnifying  Party,  on the other hand, consent  thereto,  which
consent shall not be unreasonably withheld.

       Section   6.4.   Indemnification  Not  Sole  Remedy    The
indemnification contained in this Agreement shall not  be  deemed
to be the exclusive remedy of the Indemnified Party in connection
with  or  arising from any failure by the Indemnifying  Party  to
perform any of its covenants or obligations in this Agreement  or
in   the   agreements  related  hereto  or  any  breach  by   the
Indemnifying  Party  of  any warranty or the  inaccuracy  of  any
representation  of  the  Indemnifying  Party  contained  in  this
Agreement, nor shall such indemnification be deemed to  prejudice
or  to operate as a waiver of any remedy to which the Indemnified
Party  may  be entitled at law or equity in respect of  any  such
failure, breach or inaccuracy. In no event shall either party  be
liable for any special, consequential or punitive damages.

                            Article 7

                          Termination.

     Section 7.1.  Termination.  This Agreement may be terminated
at any time prior to the Closing:

     (a)  by mutual consent of each of the parties hereto, or

     (b)  by the Buyer on the one hand or by the Seller on the other
       hand (provided that the party seeking termination has diligently
       and in good faith performed or complied in all material respects
       with the agreements and covenants required to be performed by it
       hereunder) in the event that the transactions contemplated hereby
       are not consummated pursuant to this Agreement on or before the
       Closing Date  unless the parties hereto shall have agreed upon an
       extension  of time in which to consummate the transactions
       contemplated hereby.

      Section 7.2.  Effect of Termination.   In the event of  the
termination  of this Agreement pursuant to this Article  7,  this
Agreement, except for the provisions of Section 8.5 hereof, shall
forthwith  become void and have no effect, without any  liability
on  the part of any party.  Nothing in this Section shall relieve
any  party  to  this Agreement of liability for  breach  of  this
Agreement.

                            ARTICLE 8

                          Miscellaneous

     Section 8.1.  Counterparts.   This Agreement may be executed
in one or more counterparts, all of which shall be considered one
and  the same agreement, and shall become effective when  one  or
more  counterparts have been signed by each of  the  parties  and
delivered to the other party.

      Section  8.2.   Governing  Law.  This  Agreement  shall  be
governed by and construed in accordance with the substantive laws
of  the  Commonwealth of Massachusetts without reference  to  the
choice of law principles thereof.

     Section  8.3.   Entire Agreement.  This  Agreement  and  the
Exhibits hereto contain the entire agreement between the  parties
and  there are no agreements, understandings, representations  or
warranties  between  the parties other than those  set  forth  or
referred to therein.

     Section  8.4.   Amendment  and  Modification.   Subject   to
applicable  law,  this  Agreement may  be  amended,  modified  or
supplemented only by written agreement of the parties hereto.

     Section  8.5.   Expenses.   Except  as  set  forth  in  this
Agreement,  all  legal and other costs and expenses  incurred  in
connection  with this Agreement and the transactions contemplated
hereby  shall  be  paid  by the party incurring  such  costs  and
expenses.

     Section  8.6.   Specific Performance.  The  Seller  and  the
Buyer  each  acknowledge that, in view of the uniqueness  of  the
Company, the parties hereto would not have an adequate remedy  at
law  for money damages in the event that this Agreement were  not
performed in accordance with its terms, and therefore agree  that
the  parties hereto shall be entitled to specific enforcement  of
the  terms  hereof in addition to any other remedy to  which  the
parties hereto may be entitled, at law or in equity.

     Section  8.7.   Notices.   All notices  hereunder  shall  be
sufficiently given for all purposes hereunder if in  writing  and
delivered  personally  or sent by registered  mail  or  certified
mail,  postage prepaid, to the appropriate address as  set  forth
below.  Notice to the Seller shall be addressed to:

Goddard Valve Corp.
705 Plantation Street
Worcester, MA 01605
Attn. President
with a copy to:

George M. Hughes, Esq.
P.O. Box 610138
Newton Highlands, MA 02461-0138

or  at  such  other address and to the attention  of  such  other
person  as  the  Seller may designate by written  notice  to  the
Buyer.  Notices to the Buyer shall be addressed to:

Michael E. Reck
15 Pearl Street
Belmont, MA 02478

with a copy to:

Michael Bohnen, Esq.
Nutter, McClennen & Fish,LLP
One International Place
Boston, MA 02110-2699
or  at  such  other address and to the attention  of  such  other
person  as  the  Buyer  may designate by written  notice  to  the
Shareholders.  Any notice hereunder shall be deemed to have  been
served or given as of the date such notice is actually received.

      Section 8.6.  Successors and Assigns.  This Agreement shall
be  binding  upon and inure to the benefit of the parties  hereto
and  their  successors and assigns; provided, however,  that  the
Buyer  will  not  assign its rights under this  Agreement  to  an
entity other than an entity affiliated with the Buyer without the
written consent of the Seller.

IN  WITNESS  WHEREOF, this Agreement has been  signed  by  or  on
behalf of each of the parties as an instrument under seal  as  of
the day first above written.

                                   GODDARD VALVE CORP.

                                   By:______________________

                                   WEBSTONE COMPANY, INC.

                                   By:_______________________

                                   ________________________
                                   Michael E. Reck

Goddard Industries, Inc. hereby joins in the representations  and
warranties  of the Seller set forth in Sections 4.1  through  4.6
and in the undertaking set forth in the last paragraph of section
2.3  and  in the indemnification set forth in Section 6.2 of  the
foregoing agreement.

                                   GODDARD INDUSTRIES, INC.

                                   By:________________________