SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended June 30, 1998


                        Commission File Number: 333-10611

                               UNIFRAX CORPORATION
             (Exact name of registrant as specified in its charter)


         Delaware                                          34-1535916
(State or other jurisdiction               (I.R.S. Employer Identification No.)
   of incorporation)

                 2351 Whirlpool Street, Niagara Falls, NY 14305-2413 
                (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (716) 278-3800
                   -------------------------------------------


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 _____


<PAGE>

                               Unifrax Corporation
                                    Form 10-Q
                                      Index

                                                                      Page No.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

 Condensed Consolidated Balance Sheets at
      June 30, 1998 and December 31, 1997                                   1

 Condensed Consolidated Statements of Income for the Three-month and
      six-month periods ended June 30, 1998 and 1997                        2

 Condensed Consolidated Statements of Cash Flow for the
      Six-months ended June 30, 1998 and 1997                               3

 Notes to Condensed Consolidated Financial Statements                       4

Item 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operations                  8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                  12
Item 2. Changes in Securities                                              12
Item 3. Defaults on Senior Securities                                      12
Item 4. Submission of Matters to a Vote of Security Holders                12
Item 5. Other Information                                                  12
Item 6. Exhibits and Report on Form 8-K                                    12

Signatures                                                                 13

<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

                               Unifrax Corporation
                      Condensed Consolidated Balance Sheets
                  (Unaudited - In Thousands, Except Share Data)
<TABLE>
<CAPTION>

                                                            December 31       June 30
                                                                1997            1998
                                                            -----------       -------
ASSETS
Current assets:
<S>                                                         <C>            <C>       
     Cash                                                   $       359    $      312
     Accounts receivable, less allowances of $1,254
         and $1,066, respectively                                12,720        14,025
     Inventories                                                  7,885         9,697
     Deferred income taxes                                        2,320         2,320
     Prepaid expenses and other current assets                      411           395
                                                                -------        ------
Total current assets                                             23,695        26,749

Property, plant and equipment, at cost                           70,907        71,647
     Less accumulated depreciation and amortization             (33,391)      (35,562)
                                                                -------        ------
                                                                 37,516        36,085

Deferred income taxes                                            24,849        23,729
Organization costs, net of accumulated amortization
     of $875 and $1,251, respectively                             4,030         3,654
Other assets                                                        372           289
                                                                -------        ------
                                                               $ 90,462      $ 90,506
                                                                =======        ======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                                           $ 3,206       $ 2,774
     Accrued expenses                                             7,568         7,975
                                                                -------        ------
Total current liabilities                                        10,774        10,749
Long term debt                                                  115,500       112,600
Note payable--affiliate                                           7,000         7,000
Accrued postretirement benefit cost                               3,209         3,338
Other long-term obligations                                         158           160
                                                                -------        ------
Total liabilities                                               136,641       133,847

STOCKHOLDERS' DEFICIT
Common stock--$.01 par value; shares authorized--40,000;
     shares issued and outstanding--20,000                           --            --
Redeemable convertible cumulative preferred stock--voting 
     $.01 par value; shares authorized--10,000, shares 
     issued and outstanding--1,666.67
     (aggregate liquidation preference of $2,536 and $2,611,
     respectively, including dividends in arrears)                   --            --
Additional paid-in capital                                       42,520        42,520
Accumulated deficit                                             (88,406)      (85,535)
Accumulated other comprehensive income                             (293)         (326)
                                                                -------        ------
Total stockholders' deficit                                     (46,179)      (43,341)
                                                                -------        ------
                                                               $ 90,462      $ 90,506
                                                                =======       =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>

                               Unifrax Corporation

                   Condensed Consolidated Statements of Income
                           (Unaudited - In Thousands)


<TABLE>
<CAPTION>

                                      Three Months Ended June 30    Six Months Ended June 30
                                      --------------------------    ------------------------
                                          1997           1998           1997          1998
                                          ----           ----           ----          ----
<S>                                     <C>           <C>            <C>            <C>    
Net Sales                               $22,672       $22,023        $44,700        $43,757

Cost of goods sold                       11,116        11,067         23,022         21,979
                                        -------        ------         ------         ------
Gross margin                             11,556        10,956         21,678         21,778

Selling and distribution expenses         3,186         3,382          6,406          6,516
Administration expenses                   1,945         1,926          3,919          3,992
Research and development expenses           707           674          1,349          1,340
                                        -------        ------         ------         ------
Operating income                          5,718         4,974         10,004          9,930

Interest expense                         (3,187)       (3,011)        (6,344)        (6,042)
Other income (expense), net                  44            24             77            103
                                        -------        ------         ------         ------
Income before income taxes                2,575         1,987          3,737          3,991
Provision for income taxes                1,019           609          1,529          1,120
                                        -------        ------         ------         ------
Net Income                              $ 1,556       $ 1,378        $ 2,208        $ 2,871
                                        =======        ======         ======         ======
</TABLE>

See accompanying notes to condensed consolidated financial statements.

<PAGE>

                               Unifrax Corporation

                 Condensed Consolidated Statements of Cash Flows
                           (Unaudited - In Thousands)

                                                     Six Months Ended June 30
                                                     ------------------------
                                                        1997           1998
                                                        ----           ----
OPERATING ACTIVITIES
Net income                                          $   2,208       $ 2,871
Depreciation and amortization                           2,534         2,841
Other adjustments and changes in operating assets 
 and liabilities                                          601        (1,911)
                                                     --------        -------
Cash provided by operating activities                   5,343         3,801

INVESTING ACTIVITIES
Capital expenditures                                   (4,898)         (976)
Deferred software and other costs                          14            --
Proceeds from sales of property, plant and equipment       99            28
                                                     --------         ------
Cash used in investing activities                      (4,785)         (948)

FINANCING ACTIVITIES
Borrowings under revolving loan                        12,000        16,150
Repayments of revolving loan                          (11,400)      (18,050)
Repayment of term loan                                 (1,250)       (1,000)
                                                      -------         ------
Cash used in financing activities                        (650)       (2,900)

Net decrease in cash                                      (92)          (47)
Cash--beginning of period                                 898           359
                                                    ---------      --------
Cash--end of period                                 $     806     $     312
                                                     ========      ========

See accompanying notes to condensed consolidated financial statements.
<PAGE>
                               Unifrax Corporation
              Notes to Condensed Consolidated Financial Statements
                                 June 30 , 1998


NOTE A - BASIS OF PRESENTATION

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Unifrax   Corporation  ("The  Company"  or  "Unifrax")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Results for the period ended June 30, 1998, are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1998. For further  information,  refer to the consolidated  financial statements
and the notes  thereto for the year ended  December  31,  1997,  included in the
Company's  annual  report on Form 10-K filed with the  Securities  and  Exchange
Commission.  All capitalized terms used in these notes to condensed consolidated
financial statements that are not defined herein have the meanings given to them
in such consolidated  financial  statements and notes to consolidated  financial
statements.

NOTE B - INVENTORIES

The components of inventory consist of the following (in thousands):

                                   December 31                June 30
                                       1997                     1998
                                   -----------                -------

  Raw materials and supplies          $1,598                   $2,441
  Work in process                      1,551                    1,896
  Finished products                    4,410                    4,855
                                      ------                   ------
                                       7,559                    9,192
  Adjustment to LIFO Cost                326                      505
                                      ------                   ------
                                     $ 7,885                   $9,697


<PAGE>

NOTE C - CONTINGENCIES

CERAMIC FIBERS

Regulatory agencies and others,  including the Company, are currently conducting
scientific  research to determine the potential health impact resulting from the
inhalation of airborne  ceramic  fibers.  To date,  the results of this research
have been  inconclusive as to whether or not ceramic fiber exposure  presents an
unreasonable risk to humans.

Various legal  proceedings  and claims have been made against  manufacturers  of
ceramic  fibers,  including the Company,  alleging death or personal injury as a
result of exposure in the  manufacture  and handling of ceramic  fiber and other
products.  The amount of any liability that might  ultimately exist with respect
to these claims is presently not determinable.

Consistent  with  customary  practice  among   manufacturers  of  ceramic  fiber
products,  the Company has entered  into  agreements  with  distributors  of its
product whereby the Company has agreed to provide a limited  indemnification  to
selected  distributors and customers against losses resulting from ceramic fiber
claims and the costs to defend against such claims.  The amount of any liability
that might ultimately  exist with respect to these  indemnities is presently not
determinable.

Pursuant    to    the    Unifrax    Corporation    Recapitalization    Agreement
("Recapitalization  Agreement"),  BP America Inc. and certain of its  affiliates
(collectively  "BPA"),  has agreed to indemnify the Company against  liabilities
for personal  injury and wrongful  death  attributable  to exposure prior to the
Closing to refractory ceramic fibers manufactured by the Company. BPA has agreed
to indemnify the Company  against all  liabilities  arising from exposure claims
pending at the time of the Closing.  For all other  claims  arising from alleged
exposure  occurring  solely prior to Closing,  BPA has agreed to  indemnify  the
Company against 80% of all losses, until the total loss which the Company incurs
reaches $3.0  million,  after which time BPA has agreed to indemnify the Company
against 100% of such losses. BPA has agreed to indemnify the Company against all
punitive  damages  attributable  to the conduct of the Company prior to Closing.
Where losses  arise from alleged  exposure  both before and after  Closing,  the
losses will be  allocated  between BPA and the Company,  pro rata,  based on the
length of exposure or pursuant to arbitration if initiated by the Company.

The Company cannot avail itself of this indemnity for losses attributable to the
Company's failure to maintain a Product  Stewardship Program consistent with the
program  maintained  by  the  Company  prior  to  Closing,   as  modified  in  a
commercially   reasonable   manner  in  accordance  with  changing   regulatory,
scientific  and  technical  factors.  BP shall not  indemnify  the Company  with
respect to any  liabilities  for wrongful death or personal injury to the extent
caused by the failure of the Company to maintain a Product  Stewardship  Program
consistent  with that  maintained by the Company  prior to the Closing.  Unifrax
intends to defend ceramic fiber claims vigorously.

ENVIRONMENTAL MATTERS

The Company is subject to loss contingencies  pursuant to various federal, state
and local environmental laws and regulations. These include possible obligations
to remove or mitigate the effects on the environment of the placement,  storage,
disposal or release of certain  chemical or petroleum  substances by the Company
or by other parties.

Under the terms of the Recapitalization  Agreement,  BPA assumed liability,  and
the rights to recovery from third parties,  for  environmental  remediation  and
other similar required actions with respect to certain environmental obligations
of Unifrax existing as of the Closing Date.

The Company may, in the future, be involved in further environmental assessments
or clean-ups.  While the ultimate requirement for any such remediation,  and its
cost, is presently not known,  and while the amount of any future costs could be
material  to the  results  of  operations  in  the  period  in  which  they  are
recognized,  the Company does not expect these costs, based upon currently known
information and existing requirements,  to have a material adverse effect on its
financial position.

Prior to divestment, the Company owned a site in Sanborn, NY, at which extensive
remediation  activity  is  currently  being  undertaken.  The site was used by a
number of former  Carborundum  operations  other than the  Company.  Testing has
indicated that certain  contamination  is present in the soil.  Neither past nor
current  operations of the Company are believed to have contributed to, or to be
contributing   to,  the  existence  of  the   contamination.   BPA  has  assumed
responsibility for implementing  remedial  activities  specified by the State of
New York which required removal of the  contamination,  chiefly by means of soil
vapor  extraction.  Under the terms of an agreement,  BPA has taken title to and
assumed  liability for the  remediation of this property as of October 30, 1996.
Unifrax leases a portion of the present manufacturing facilities on this site.

LEGAL PROCEEDINGS

The  Company is  involved in  litigation  relating to claims  arising out of its
operations in the normal course of business, including product liability claims.
From  time to time  the  Company  has  been  named as a  defendant  in  lawsuits
involving  alleged injury  suffered from exposure to ceramic fiber.  The Company
believes that it is not presently a party to any litigation the outcome of which
would have a material  adverse  effect on its financial  condition or results of
operations.  Pursuant to the Recapitalization Agreement, BPA agreed to indemnify
the  Company,  subject to  certain  limitations,  against  all  currently  known
lawsuits and certain future lawsuits alleging exposure to ceramic fiber.

Various other legal proceedings and claims have been made against the Company in
the  ordinary  course of  business.  While the amounts  could be material to the
results of operations in the period recognized,  in the opinion of management of
the Company,  the ultimate  liability,  if any, resulting from such matters will
not have a material adverse effect on the Company's financial position.


NOTE D - LONG TERM DEBT

During the second quarter of 1998, the Company entered into a Consent and Second
Amendment  to the Loan and Security  Agreement  (the  "Consent and  Amendment").
Under the provisions of the Consent and Amendment:

         a)   the banks have consented,  under certain  circumstances,  to allow
              the  Company to prepay,  prior to  December  31,  1998,  up to $10
              million of the Senior Notes or the note payable affiliate,
         b)   the  interest  rates on the  revolving  loan and  term  loan  were
              revised to range from LIBOR plus 1.00% to LIBOR plus 1.75%, and
         c)   the Company is permitted to borrow, prior to December 31, 1998, up
              to $7 million under the term loan facility.

NOTE E - COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting  Comprehensive Income".  Statement 130 establishes
new  rules  for the  reporting  and  display  of  comprehensive  income  and its
components.  The adoption of this  Statement  had no impact on the Company's net
income or stockholders' deficit. Statement 130 requires the Company's cumulative
translation  adjustment,  which prior to adoption  was  reported  separately in
stockholders'  equity, to be included in other comprehensive  income. Prior year
financial  statements have been reclassified to conform with the requirements of
Statement 130. During the three months and six months ended June 30, 1998, total
comprehensive  income,  which was  comprised of net income and foreign  currency
translation  adjustments,  amounted to approximately  $1,380,000 and $2,838,000,
respectively ($1,527,000 and $2,070,000, respectively for 1997).


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

           FORWARD LOOKING STATEMENTS

           Statements  included in this  Management  Discussion  and Analysis of
           Financial  Condition and Results of Operations  and elsewhere in this
           document that do not relate to present or historical  conditions  are
           "forward  looking  statements"  within  the  meaning  of that term in
           Section 27A of the Securities Act of 1933, as amended, and of Section
           21F of the  Securities  Exchange Act of 1934, as amended.  Additional
           oral or written  statements  may be made by the Company  from time to
           time, and such statements may be included in documents filed with the
           Securities and Exchange  Commission.  Such forward looking statements
           involve risks and uncertainties which could cause results or outcomes
           to differ  materially  from those  expressed in such forward  looking
           statements.  Among the important factors on which such statements are
           based are  assumptions  concerning  the  continuing  strength  of the
           ceramic fiber market on which the Company is substantially dependent,
           changing  prices  for  ceramic  fiber  products,  acceptance  of  new
           products,  the  status of health  and  safety  issues  affecting  the
           ceramic fiber industry in general and the Company in particular,  the
           Company's  continuing  ability  to  operate  under  the  restrictions
           imposed by the substantial  indebtedness  which it is subject to, the
           risks  associated  with  international  operations,   the  impact  of
           environmental  regulations  on the Company's  operations and property
           and related governmental regulations, and the continuing availability
           of certain raw materials,  including  vermiculite  which is purchased
           from a source in China.

           THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED 
           MARCH 31, 1997

           Net sales for the second quarter of 1998 decreased by $0.7 million or
           2.9% from  $22.7  million in 1997 to $22.0  million  in 1998,  due to
           lower sales in porosity-controlled products.

           Gross profit  decreased by $0.6 million,  or 5.2%, from $11.6 million
           in 1997 to $11.0 million in 1998. Gross profit as a percentage of net
           sales decreased from 51.0% in 1997 to 49.7% in 1998. The gross profit
           decrease  was  primarily  due to the lower  sales  and lower  selling
           prices as a result of competition in automotive products.

           Selling and distribution expenses increased by $0.2 million, or 6.2%,
           from $3.2  million in 1997 to $3.4  million in 1998,  primarily  as a
           result of recruitment and relocation costs.  Selling and distribution
           expense as a percentage of net sales  increased from 14.1% in 1997 to
           15.4% in 1998.

           Administration  expenses  remained  unchanged at $1.9 million in both
           1997 and 1998.  Administrative  expenses as a percentage of net sales
           were 8.6 % in 1997 and 8.7% in 1998.

           Research and  development  expenses  were at $0.7 million in 1997 and
           1998 and remained at 3.1% of net sales for both years.

           Operating  income  decreased  by $0.7  million,  or 13.0%,  from $5.7
           million  in 1997 to $5.0  million  in  1998.  Operating  income  as a
           percentage  of net  sales  decreased  from  25.2% in 1997 to 22.6% in
           1998, as a result of the factors previously indicated.

           Interest expense decreased by $0.2 million, or 5.5% from $3.2 million
           in 1997 to $3.0  million in 1998 due to the lower  level of long term
           debt.  Interest  expense  decreased as a percentage of net sales from
           14.1% in 1997 to 13.7% in 1998.

           Provision for income taxes  decreased by $0.4 million,  or 40.2% from
           $1.0 million in 1997 to $0.6 million in 1998.  The  effective  income
           tax rate decreased from 39.6% in 1997 to 30.6% in 1998,  primarily as
           a result of  recognizing  deferred  tax benefits  resulting  from the
           Recapitalization which were previously unrecognized.

           Net income  decreased  by $0.2  million or 11.4% from $1.6 million in
           1997 to $1.4 million in 1998,  as a result of the factors  previously
           indicated.  Net income as a percentage  of net sales  decreased  from
           6.9% in 1997 to 6.3% in 1998.

           SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED 
           JUNE 30, 1997

           Net sales for the first six months of 1998  decreased by $0.9 million
           or 2.1% from $44.7  million  in 1997 to $43.8  million in 1998 due to
           lower sales in porosity controlled products.

           Gross profit increased by $0.1 million, or 0.1% from $21.7 million in
           1997 to $21.8  million in 1998.  Gross profit as a percentage  of net
           sales increased from 48.5% in 1997 to 49.8% in 1998. The increase was
           due to fewer outside  purchases and resale of ceramic fiber offset in
           part by the lower sales and by lower selling prices in the automotive
           market.

           Selling and distribution  expenses  increased by $0.1 million or 1.7%
           from $6.4  million in 1997 to $6.5 million in 1998,  increasing  as a
           percentage of net sales from 14.3% in 1997 to 14.9% in 1998.

           Administration  expenses  increased by $0.1 million or 1.9% from $3.9
           million in 1997 to $4.0 million in 1998. Administration expenses as a
           percentage of net sales were 8.8% in 1997 and 9.1% in 1998.

           Research and  development  expenses  remained at $1.3 million in 1997
           and 1998.  Research and  development  expenses as a percentage of net
           sales were 3.0% in 1997 and 3.1% in 1998.

           Operating  income  decreased  by $0.1  million,  or 0.7%  from  $10.0
           million  in 1997 to $9.9  million  in  1998.  Operating  income  as a
           percentage  of net  sales  increased  from  22.4% in 1997 to 22.7% in
           1997, as a result of the factors previously indicated.

           Interest expense  decreased by $0.3 million or 4.8% from $6.3 million
           in 1997 to $6.0  million in 1998 due to the lower  level of long term
           debt. Interest expense as a percentage
           of net sales decreased from 14.2% in 1997 to 13.8% in 1998.

           Provision for income taxes  decreased  $0.4 million,  or 26.7%,  from
           $1.5 million in 1997 to $1.1 million in 1998.  The  effective  income
           tax rate decreased from 40.9% in 1997 to 28.1% in 1998,  primarily as
           a result of  recognizing  deferred  tax benefits  resulting  from the
           Recapitalization which were previously unrecognized.

           Net income  increased by $0.7 million,  or 30.0% from $2.2 million in
           1997 to $2.9  million  in 1998,  as a result  of  factors  previously
           indicated.  Net income as a percentage  of net sales  increased  from
           4.9% in 1997 to 6.6% in 1998.

           LIQUIDITY AND CAPITAL RESOURCES

           During the six-month  period ended June 30, 1998,  the Company's cash
           flows from operating  activities  decreased by $1.5 million or 28.9%,
           from $5.3 million in 1997 to $3.8 million in 1997.  This decrease was
           the result of increases in the level of inventories and  receivables,
           offset in part by higher net income, depreciation and amortization.

           Cash outflows from  investing  activities  decreased  $3.8 million or
           80.2%  from  $4.8  million  in 1997 to $1.0  million  in  1998.  This
           decrease  was  due to  lower  capital  spending  as a  result  of the
           completion  of the expansion  project at the New  Carlisle,  Indiana,
           facility.

           Cash outflows  from  financing  activities  increased by $2.3 million
           from $0.6  million in 1997 to $2.9  million in 1998.  During 1998 the
           Company made a voluntary  prepayment  of principal of $1.0 million on
           its  Term  Loan and  repaid  $1.9  million  against  its $20  million
           revolving credit facility.

           Management believes that cash flows from operations and the available
           credit  facility  will be  sufficient  to fund  operating and capital
           expenditure needs for 1998.

           During the second quarter of 1998, the company entered into a Consent
           and Second Amendment to the Loan and Security Agreement (the "Consent
           and Amendment"). Under the provisions of the Consent and Amendment:

           a)   the banks have consented, under certain circumstances,  to allow
                the Company to prepay,  prior to December  31,  1998,  up to $10
                million of the Senior Notes or the note payable-affiliate,
           b)   the  interest  rates on the  revolving  loan and term  loan were
                revised to range from LIBOR plus 1.00% to LIBOR plus 1.75%, and
           c)   the company is permitted to borrow,  prior to December 31, 1998,
                up to $7 million under the term loan facility.


           EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

           Effective January 1, 1998, the Company adopted Statement of Financial
           Accounting  Standards  No.  130,  "Reporting  Comprehensive  Income".
           Statement 130  establishes new rules for the reporting and display of
           comprehensive  income  and  its  components.  The  adoption  of  this
           Statement had no impact on the Company's net income or  stockholders'
           deficit.  Statement 130 requires the Company's cumulative translation
           adjustment,  which  prior to  adoption  was  reported  separately  in
           stockholders'  equity, to be included in other comprehensive  income.
           Prior year financial  statements  have been  reclassified  to conform
           with the  requirements  of Statement 130. During the three months and
           six months ended June 30, 1998, total comprehensive income, which was
           comprised of net income and foreign currency translation adjustments,
           amounted to  approximately  $1,380,000 and  $2,838,000,  respectively
           ($1,527,000 and $2,070,000, respectively for 1997).


PART II.   OTHER INFORMATION

Item 1.      Legal Proceedings

             None.

Item 2.      Changes in Securities

             None.

Item 3.      Defaults on Senior Securities

             None.

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

             None.

Item 5.      Other Information

             None.

Item 6.      Exhibits and Reports on Form 8-K

(a)          Exhibits

             10.1        Consent and Second Amendment to Loan and Security 
                         Agreement dated June 29, 1998

             27.1        Financial Data Schedule

(b)          No reports on Form 8-K have been filed during the period covered by
             this report.

<PAGE>

                                SIGNATURES


             PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  EXCHANGE  ACT OF
1934,  THE  REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.



                                 UNIFRAX CORPORATION



Date: August  14, 1998           By: /s/ William P. Kelly
                                     ---------------------
                                 William P. Kelly, President and
                                 Chief Executive Officer


Date: August  14, 1998           By: /s/ Mark D. Roos
                                     ----------------------
                                 Mark D. Roos, Vice President
                                 and Chief Financial Officer