SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                          ---------------
                             FORM 10-Q

   / X /     QUARTERLY REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended  June 30, 1999
                                             -------------

                                OR

   /   /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from          to
                                           ----------  -----------

                   Commission file number   0-5485
                                          ----------

                           VISKASE COMPANIES, INC.
           -----------------------------------------------------
           (Exact name of registrant as specified in its charter)


           Delaware                                95-2677354
-------------------------------                ----------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

6855 West 65th Street, Chicago, Illinois                60638
--------------------------------------               ----------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (708) 496-4200


     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
                           ------       -------

     APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:  Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities
under a plan confirmed by a court.  Yes   X       No
                                        ------       ------

     As of August 9, 1999, there were 14,884,536 shares outstanding of
the registrant's Common Stock, $.01 par value.


                     Page 1 of 18 Pages


<PAGE>
               INDEX TO FINANCIAL STATEMENTS



          VISKASE COMPANIES, INC. AND SUBSIDIARIES

     UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


Unaudited consolidated balance sheet at June 30, 1999
   and audited consolidated balance sheet at December 31, 1998     4

Unaudited consolidated statements of operations
   for the three months ended June 30, 1999 and
   June 25, 1998 and for the six months ended
   June 30, 1999  and June 25, 1998                                5

Unaudited consolidated statements of cash flows
   for the six months ended June 30, 1999 and
   June 25, 1998                                                   6

Notes to consolidated financial statements                         7



                PART I.  FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS
        --------------------

The financial information included in this quarterly report has been
prepared in conformity with the accounting principles and practices
reflected in the financial statements included in the annual report on
Form 10-K filed with the Securities and Exchange Commission for the year
ended December 31, 1998 (1998 Form 10-K). These quarterly financial
statements should be read in conjunction with the financial statements
and the notes thereto included in the 1998 Form 10-K. The accompanying
financial information, which is unaudited, reflects all adjustments
which are, in the opinion of management, necessary for a fair statement
of the results for the interim periods presented.

The condensed consolidated balance sheet as of December 31, 1998 was
derived from the audited consolidated financial statements in the
Company's annual report on Form 10-K.

Reported interim results of operations are based in part on estimates
which may be subject to year-end adjustments. In addition, these
quarterly results of operations are not necessarily indicative of those
expected for the year.

<PAGE>
                VISKASE COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         June 30,               December 31,
                                                          1999                     1998
                                                    ---------------            -------------
                                                       (unaudited)
                                                                  (in thousands)
<S>                                                  <C>                     <C>
ASSETS
   Current assets:
     Cash and equivalents                                $  3,738                $  9,028
     Receivables, net                                      50,732                  47,718
     Inventories                                           90,383                  93,228
     Other current assets                                  19,321                  15,337
                                                         --------                --------
        Total current assets                              164,174                 165,311

   Property, plant and equipment,
     including those under capital leases                 477,541                 475,525
     Less accumulated depreciation
        and amortization                                  161,574                 145,680
                                                         --------                --------
     Property, plant and equipment, net                   315,967                 329,845

   Deferred financing costs, net                            5,976                   1,198
   Other assets                                            32,887                  34,715
                                                         --------                --------
        Total assets                                     $519,004                $531,069
                                                         ========                ========
LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
     Short-term debt including current portion
        of long-term debt and obligations
        under capital leases                             $ 20,434              $   16,120
     Accounts payable                                      33,867                  36,337
     Accrued liabilities                                   56,225                  62,319
     Current deferred income taxes                          8,810                   8,810
                                                         --------                --------
        Total current liabilities                         119,336                 123,586

   Long-term debt including obligations
     under capital leases                                 410,001                 388,880

   Accrued employee benefits                               48,143                  48,115
   Deferred and noncurrent income taxes                    20,448                  26,395

   Commitments and contingencies

   Stockholders' equity:
     Preferred stock, $.01 par value;
        none outstanding
     Common stock, $.01 par value;
        14,879,707 shares issued and
        outstanding at June 30, 1999 and
        14,859,467 shares at December 31, 1998                149                     149
     Paid in capital                                      136,790                 136,715
     Accumulated (deficit)                               (216,863)               (197,454)
     Cumulative foreign currency
        translation adjustments                             1,000                   4,693
     Unearned restricted stock issued
        for future service                                                            (10)
                                                         --------                --------
          Total stockholders' equity (deficit)            (78,924)                (55,907)
                                                         --------                --------
          Total liabilities and stockholders' equity     $519,004                $531,069
                                                         ========                ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
<PAGE>
         VISKASE COMPANIES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF OPERATIONS
                             (unaudited)

<TABLE>
<CAPTION>
                                        Three Months       Three Months      Six   Months          Six   Months
                                         Ended June         Ended June        Ended June            Ended June
                                         30, 1999           25, 1998           30, 1999              25, 1998
                                        ------------      -------------      ------------         --------------
                                              (in thousands, except for number of shares and per share amounts)
<S>                                    <C>               <C>               <C>                  <C>
NET SALES                                  $97,098           $105,389          $189,165             $206,666

COSTS AND EXPENSES
   Cost of sales                            73,165             78,287           142,547              152,548
   Selling, general and administrative      18,549             22,271            38,826               43,649
   Amortization of intangibles
     and excess reorganization value         1,250              3,471             2,500                6,939
  Unusual charge                                                1,500                                  1,500
                                           -------           --------          --------             --------
OPERATING INCOME                             4,134               (140)            5,292                2,030

   Interest income                             183                117               286                  302
   Interest expense                         11,040             14,552            21,373               28,027
   Other expense (income), net               1,477               (323)            4,561                  466
                                           -------           --------          --------             --------
(LOSS) FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                       (8,200)           (14,252)          (20,356)             (26,161)

   Income tax (benefit)                       (127)            (7,812)             (947)              (8,538)
                                           -------           --------          --------             --------
NET (LOSS) FROM CONTINUING
  OPERATIONS                                (8,073)            (6,440)          (19,409)             (17,623)

DISCONTINUED OPERATIONS:
  Income from operations
    net of income taxes (Note 5)                                  263                                     56
  (Loss) on sale of discontinued
    operations net of income tax
    benefit of $998                                            (1,560)                                (1,560)
                                           -------           --------          --------             --------
NET (LOSS)                                  (8,073)            (7,737)          (19,409)             (19,127)

  Other comprehensive (loss),
    net of tax:
  Foreign currency translation
    adjustments                             (1,258)              (495)           (2,253)                (164)
                                           -------           --------          --------             --------
COMPREHENSIVE (LOSS)                       $(9,331)          $ (8,232)         $(21,662)            $(19,291)
                                           =======           ========          ========             ========
WEIGHTED AVERAGE COMMON SHARES
  - BASIC AND DILUTED                   14,875,506         14,818,561        14,871,305           14,796,136
                                        ==========         ==========        ==========           ==========
PER SHARE AMOUNTS:

BASIC EARNINGS (LOSS) PER SHARE:
  - basic and diluted
  Continuing operations                      $(.54)             $(.43)           $(1.31)              $(1.19)

  Discontinued operations:
    Income from operations                                        .02                                    .01
    Loss on sale of
      discontinued operations                                    (.11)                                  (.11)
                                           -------           --------          --------             --------
Net (loss)                                   $(.54)             $(.52)           $(1.31)              $(1.29)
                                             =====              =====            ======               ======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
             VISKASE COMPANIES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited)
<TABLE>
<CAPTION>
                                                                        Six     Months    Ended
                                                                --------------------------------------
                                                                      June 30,           June 25,
                                                                        1999               1998
                                                                -----------------     ----------------
                                                                            (in thousands)
<S>                                                            <C>                    <C>
Cash flows from operating activities:
   Net (loss)                                                     $ (19,409)             $ (19,127)
   Adjustments to reconcile net (loss) to net cash
     provided by (used in) operating activities:
       Depreciation and amortization under capital lease             20,079                 22,613
       Amortization of intangibles and excess
         reorganization value                                         2,500                  7,666
       Amortization of deferred financing fees and discount             635                    945
       (Decrease) in deferred and
         noncurrent income taxes                                     (3,328)               (10,407)
       Foreign currency transaction loss (gain)                         401                    (22)
       Loss on disposition of assets                                     29                  2,764
       Bad debt provision                                               526                    505

       Changes in operating assets and liabilities:
         Receivables                                                 (5,108)                 9,211
         Inventories                                                    420                (18,070)
         Other current assets                                        (4,478)                (7,440)
         Accounts payable and accrued liabilities                    (5,911)                (7,028)
         Other                                                        2,062                   (109)
                                                                   --------               --------
       Total adjustments                                              7,827                    628
                                                                   --------               --------
         Net cash (used in) operating activities                    (11,582)               (18,499)

Cash flows from investing activities:
   Capital expenditures                                             (13,706)               (26,292)
   Proceeds from disposition of assets                                   88                 18,207
                                                                   --------               --------
         Net cash (used in) investing activities                    (13,618)                (8,085)

Cash flows from financing activities:
   Issuance of common stock                                              85                    446
   Deferred financing costs                                          (5,689)                  (585)
   Proceeds from revolving loan and long-term
     borrowings                                                     125,491                 31,475
   Repayment of revolving loan, long-term borrowings
     and capital lease obligation                                   (99,478)               (12,454)
                                                                   --------               --------
         Net cash provided by financing activities                   20,409                 18,882

Effect of currency exchange rate changes on cash                       (499)                  (131)
                                                                   --------               --------
Net (decrease) in cash and equivalents                               (5,290)                (7,833)
Cash and equivalents at beginning of period                           9,028                 24,407
                                                                   --------               --------
Cash and equivalents at end of period                              $  3,738               $ 16,574
                                                                   ========               ========
------------------------------------------------------------------------------------------------------------

Supplemental cash flow information:
   Interest paid                                                    $25,587                $33,146
   Income taxes paid                                                $ 1,382                $ 3,609
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.

<PAGE>
              VISKASE COMPANIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. INVENTORIES (dollars in thousands)

Inventories consisted of:
                                   June         December
                                 30, 1999       25, 1998

Raw materials                    $ 9,393        $10,500
Work in process                   38,100         38,291
Finished products                 42,890         44,437
                                 -------        -------
                                 $90,383        $93,228
                                 =======        =======

Approximately 61% of the inventories at June 30, 1999 were valued at
Last-In, First-Out (LIFO).  These LIFO values exceeded current
manufacturing cost by approximately $5,263 at June 30, 1999.

2. DEBT OBLIGATIONS (dollars in thousands)

During June 1999, the Company entered into two-year secured credit
agreements consisting of a $50,000 senior revolving credit facility,
including a $26,000 sublimit for issuance of letters of credit (Senior
Revolving Credit Facility), a $50,000 senior term facility (Senior Term
Facility), collectively the "Senior Secured Credit Facility," and $35,000
of junior secured term loans (Junior Term Loans). The proceeds of the
Senior Secured Credit Facility and the Junior Term Loans were used to repay
the $55,000 Senior Secured Notes outstanding and obligations outstanding
under the Company's existing Revolving Credit Facility. The Senior Secured
Credit Facility and the Junior Term Loans have a maturity date of June 30,
2001. The 12% Senior Secured Notes, as of December 31, 1998, have been
reclassified to long-term debt based upon the Company's refinancing of
obligations on a long-term basis.

Outstanding short-term and long-term debt consisted of:

                                         June        December
                                       30, 1999      31, 1998
                                      --------       --------
Short-term debt, current maturity
  of long-term debt, and
  capital lease obligation:

  Senior Term Facility                 $ 3,572
  Current maturity of
    Viskase Capital Lease Obligation    14,376        $13,031
  Current maturity of Viskase
    Limited Term Loan (3.2%)             1,532          1,742
  Other                                    954          1,347
                                      --------       --------
          Total short-term debt       $ 20,434       $ 16,120
                                      ========       ========
Long-term debt:

  Senior Revolving Credit Facility     $10,339
  Senior Term Facility                  46,428
  Junior Term Facility                  35,000
  12% Senior Secured Notes due 1999                  $ 55,000
  10.25% Senior Notes due 2001         219,262        219,262
  Viskase Capital Lease Obligation      97,466        111,842
  Viskase Limited Term Loan (3.2%)                        868
  Other                                  1,506          1,908
                                      --------       --------
            Total long-term debt      $410,001       $388,880
                                      ========       ========

The Company's Senior Secured Credit Facility and Junior Term Loans contain
a number of financial covenants that, among other things, require the
maintenance of a minimum level of tangible net worth, a minimum fixed
charge coverage ratio and a minimum leverage ratio of total liabilities to
earnings before depreciation, interest, amortization, and taxes (EBDIAT)
and a limitation on capital expenditures. As of June 30, 1999, the Company
is in compliance with covenants under its debt obligations.

On August 24, 1998, the Company redeemed $105,000 of the aggregate
principal amount of its 12% Senior Secured Notes using proceeds from the
Clear Shield National, Inc. (Clear Shield) divestiture. The notes were
redeemed at approximately 108.5% of principal amount, plus accrued interest
to the date of redemption. The Company recognized an extraordinary after-
tax loss of $6,800 on the partial redemption of its 12% Senior Secured
Notes. The extraordinary loss is comprised of $8,900 of yield maintenance
premiums and $2,200 write-off of deferred debt issuance costs, net of a
$4,300 income tax benefit.

3.  CONTINGENCIES

In late 1993, Viskase commenced a legal action against American National
Can Company (ANC) in Federal District Court for the Northern District of
Illinois, Eastern Division, 93C7651. Viskase claimed that ANC's use of two
different very low density polyethylene plastic resins in the manufacture
of ANC's multi-layer barrier shrink film products was infringing various
Viskase patents relating to multi-layer barrier plastic films used for
fresh red meat, processed meat and poultry product applications. In
November 1996, after a three-week trial, a jury found that ANC had
willfully infringed Viskase's patents and awarded Viskase $102.4 million
in compensatory damages. The Court also entered an order permanently
enjoining ANC from making or selling infringing products.

In September 1997, the Court set aside the jury verdict in part and ordered
a retrial on certain issues. The Court upheld the jury finding on the
validity of all of Viskase's patents and the jury finding that ANC had
willfully infringed Viskase's patents by ANC's use of Dow Chemical
Company's "Attane" brand polyethylene plastic resin in ANC's products.
However, the Court ordered a new trial on the issue of whether ANC's use
of Dow Chemical Company's "Affinity" brand polyethylene plastic resin
infringed Viskase's patents and whether such conduct was willful. Because
the jury rendered one general damage verdict, the Court ordered a retrial
of all damage issues. By operation of the Court's order, the injunction in
respect of ANC's future use of the "Affinity" brand resin was removed.

On August 19, 1998, the Court granted Viskase's motion for partial summary
judgment finding that ANC's use of the "Affinity" brand resin infringed
Viskase's patents. The Court also reinstated the permanent injunction.
Viskase filed a motion to have the jury verdict as to compensatory damages
reinstated. ANC filed a motion to dismiss the lawsuit claiming that
Viskase's patents are invalid and Viskase failed to join an indispensable
party to the lawsuit. On May 10, 1999, the Court granted Viskase's motion
to have the jury verdict as to the compensatory damages reinstated. In May
and June 1999, the parties briefed the issue of enhanced damages and on
July 2, 1999, the Court awarded Viskase total damages of $164.9 million.
ANC has filed a motion for reconsideration.

In addition, ANC has challenged two of the five Viskase patents in suit by
filing requests for reexamination with the United States Patent and
Trademark Office (USPTO). With respect to the challenge of the first
patent, on September 25, 1998, the USPTO, after initially rejecting
Viskase's claims, gave notice of its intent to reissue Viskase's patent in
its entirety. ANC filed another request for reexamination of the patent,
which has the effect of staying the reissuance. The USPTO initially
rejected Viskase's claims and Viskase has filed its response. With respect
to the challenge of the second patent, the USPTO, after initially rejecting
Viskase's claims, withdrew the rejection in view of Viskase's response and
raised new grounds of rejection. Viskase is preparing a response to the new
grounds of rejection. If the USPTO ultimately disallows the claims of the
second Viskase patent, the effect upon the Court action will not be
significant.

On May 3, 1999, ANC commenced legal action in the Federal District Court
for the Northern District of Illinois seeking declaratory relief that
Viskase's second patent is invalid. ANC also filed a motion to consolidate
the new action with the existing suit. ANC's motion to consolidate was
granted and then the Court dismissed ANC's suit with prejudice.

The Company expects ANC to vigorously contest these matters in the Court
and the USPTO and to appeal any final judgment. No part of the pending
claims has been recorded in the Company's financial statements. Through
June 30, 1999, $4.7 million in patent defense costs had been accrued and
capitalized.

In March 1997 Viskase Corporation received a subpoena from the Antitrust
Division of the United States Department of Justice relating to a grand
jury investigation of the sausage casings industry. Viskase Corporation is
cooperating fully with the investigation.

The Company and its subsidiaries are involved in various legal proceedings
arising out of their business and other environmental matters, none of
which is expected to have a material adverse effect upon results of
operations, cash flows or financial position.

4.  UNUSUAL CHARGE

During the third quarter of 1998, due to the business conditions leading
to the Viskase plan of restructuring, the Company evaluated the
recoverability of long-lived assets including property, plant and
equipment, patents and excess reorganization on a consolidated basis. Based
upon the analysis, the Company recognized an impairment because the
estimated consolidated undiscounted future cash flows derived from long-
lived assets were determined to be less than their carrying value. The
amount of the impairment was calculated using the present value of the
Company's estimated future net cash flows to determine the assets' fair
value. Based on this analysis, an impairment charge of $91.2 million for
excess reorganization and $4.3 million for the write-down of the Chicago
facility was taken. In addition, the Viskase plan of restructuring included
charges for the decommissioning of the Chicago plant and the
decommissioning of some of its foreign operations.

During the second quarter of 1999 and accumulated to date, cash payments
against the reserve were $.6 million and $8.3 million, respectively. A
remaining restructuring reserve of $4.2 million is included in accrued
liabilities on the balance sheet.

5.  DISCONTINUED OPERATIONS (dollars in thousands)

In June 1998 the Company's Board of Directors agreed to sell the Clear
Shield and Sandusky Plastics, Inc. (Sandusky) subsidiaries. Sandusky was
sold on June 11, 1998 and the Company completed the divestiture of Clear
Shield on July 23, 1998. Accordingly, the operating results from both
subsidiaries have been segregated from continuing operations and reported
as a separate line item, Results of Discontinued Operations, on the
Statements of Operations.


Operating results from discontinued operations are as follows:

                                      Three Months       Six   Months
                                       Ended June         Ended June
                                        25, 1998          25, 1998
                                       -----------       ------------
Net sales                                $29,403           $56,781

Costs and expenses
  Cost of sales                           24,329            46,634
  Selling, general and administrative      4,435             8,732
  Amortization of intangibles and
    excess reorganization value              394               727
                                         -------           -------
Operating income                             245               688

  Interest expense                            21                43
  Other expense (income), net               (441)              103
                                         -------           -------
Income from continuing
  operations before taxes                    665               542
  Income tax provision                       402               486
                                         -------           -------
Net Income from continuing
  operations                             $   263           $    56
                                         =======           =======

6.  COMPREHENSIVE INCOME (dollars in thousands)

During 1998 the Company adopted the Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income," which requires
the Company to disclose comprehensive income in addition to net income.
Comprehensive income includes all other non-shareholder changes in equity.
All such changes in equity resulted from changes in foreign currency
translation adjustments.

The following sets forth the components of other comprehensive income
(loss) and the related income tax provision (benefit):

<TABLE>
<CAPTION>
                            Three Months         Three Months       Six  Months      Six  Months
                             Ended June           Ended June        Ended June       Ended  June
                              30, 1999             25, 1998          30, 1999          25, 1998
                            -------------       --------------     ------------      -----------
<S>                         <C>                  <C>               <C>               <C>
Foreign currency
  translation
  adjustment (1)               $(1,258)             $(495)            $(2,253)           $(164)

</TABLE>
(1)     Net of related tax (benefit) of $(804) and $(316) for the second
        quarter ended 1999 and 1998, respectively, and $(1,440) and $(105)
        for the first six months ended 1999 and 1998, respectively.

7.  EARNINGS PER SHARE

In February 1997 the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share," which became effective for both interim and
annual financial statement periods ending after December 15, 1997. As
required by this Statement, the Company adopted the new standards for
computing and presenting earnings per share (EPS) for all period EPS data
presented. Following are the reconciliations of the numerators and
denominators of the basic and diluted EPS.

<TABLE>
<CAPTION>
                                         Three Months      Three Months       Six Months        Six Months
                                          Ended June        Ended June        Ended June        Ended June
                                           30, 1999          25, 1998          30, 1999          25, 1998
                                         -------------     -------------      ----------       ------------
                                             (in thousands, except for weighted average shares outstanding)
<S>                                      <C>               <C>                <C>              <C>
NUMERATOR (in thousands):

Net (loss) available
   to common stockholders:

  From continuing operations:                $(8,073)            $(6,440)        $(19,409)         $(17,623)

  Discontinued operations:
  Income from discontinued
  operations:                                                        263                                 56
  (Loss) on disposal                                              (1,560)                            (1,560)
                                             -------             -------         --------          --------
Net (loss) available to common
  stockholders for basic and
  diluted EPS                                $(8,073)            $(7,737)        $(19,409)         $(19,127)
                                             =======             =======         ========          ========
DENOMINATOR:

Weighted average shares
  outstanding
  for basic EPS                           14,875,506          14,818,561       14,871,305        14,796,136

Effect of dilutive securities                      0                   0                0                 0
                                          ----------          ----------       ----------        ----------
Weighted average shares
  outstanding
  for diluted EPS                         14,875,506          14,818,561       14,871,305        14,796,136
                                          ==========          ==========       ==========        ==========
</TABLE>
Common stock equivalents are excluded from the loss-per-share calculations
as the result is antidilutive since the numerator is a loss from continuing
operations.

8.  ACCOUNTING STANDARDS

The Company will implement the provisions of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" (SFAS No. 133), which will be effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards for derivative instruments
and for hedging activities. It requires recognition of all derivative
instruments as either assets or liabilities in the statement of financial
condition and the measurement of those instruments at fair value.
Management believes the adoption of SFAS No. 133 will not have a
significant effect on the Company's financial statements.


<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           ---------------------------------------------------------------
           RESULTS OF OPERATIONS
           ---------------------

Results of Operations
---------------------

The Company's net sales from continuing operations for the first six months
and second quarter of 1999 were $189.2 million and $97.1 million,
respectively, which represent a decrease of 8.5% and 7.9%, respectively,
from comparable periods of 1998. The decline in sales reflects the
continuing effect of competitive selling prices in the casings industry in
both the domestic and European markets. Brazil's sales have increased over
the prior year due to significant volume gains in both the casing and film
product lines, offset by the translation effect of the strengthening of the
U.S. dollar against the real.

Operating income from continuing operations for the first six months and
second quarter of 1999 were $5.3 million and $4.1 million, respectively,
which compared favorably to the same prior year periods of $2.0 million and
$(.1) million, respectively. The increase in operating income has
benefitted from cost cutting efforts undertaken by the Company during the
fourth quarter of 1998. The cost savings from lower selling,
administration, and amortization expenses for the six-month and three-month
periods over the prior year were $10.8 million and $7.4 million,
respectively, and were partially offset by the reduction in gross margin
due to competitive selling prices in the casings industry.

Net interest expense from continuing operations for the six-month period
in 1999 totaled $21.1 million, representing a decrease of $6.6 million from
the six-month period in 1998. The decrease is primarily due to interest
savings from the redemption of $105 million of the 12% Senior Secured
Notes. (Refer to Note 2.)

Other expense from continuing operations of approximately $4.6 million and
$.5 million for the first six months of 1999 and 1998, respectively,
consists principally of foreign exchange losses.

The Company uses foreign exchange forward contracts to hedge some of its
non-functional currency receivables and payables, which are denominated in
major currencies that can be traded on open markets. This strategy is used
to reduce the overall exposure to the effects of currency fluctuations on
cash flows. The Company's policy is not to speculate in financial
instruments.

Receivables and payables, which are denominated in non-functional
currencies, are translated to the functional currency at month end and the
resulting gain or loss is taken to other income/expense on the income
statement. Gains and losses on hedges of receivables and payables are
marked to market. The result is recognized in other net expense on the
income statement.

The tax benefit for the first six months of 1999 resulted from the benefit
of U.S. losses partially offset by the provision related to income from
foreign subsidiaries. Due to the permanent differences in the U.S. resulting
from foreign losses for which no tax benefit is provided, a benefit of $.9
million was provided on a loss from continuing operations of $20.4 million.
The U.S. tax benefit is recorded as a reduction of the deferred tax liability
and does not result in a refund of income taxes.


Discontinued operations
-----------------------

On June 8, 1998, the Company's Board of Directors approved the sale of two
of the Company's subsidiaries, Clear Shield and Sandusky. Accordingly, the
operating results of the two subsidiaries have been segregated from
continuing operations and reported as a separate line item on the income
statement under the heading Discontinued Operations.

The sales of Sandusky and Clear Shield were completed on June 11, 1998 and
July 23, 1998, respectively. A $39.1 million combined gain, net of taxes,
was recognized on these sales.

Other
-----

In September 1997 the Company retained Donaldson, Lufkin and Jenrette
Securities Corporation to assist the Board of Directors in evaluating the
Company's strategic alternatives. Such alternatives included, among other
things, sale of the entire company, sale of business units or
recapitalization. In June 1998, the Company sold its wholly owned
subsidiary Sandusky, and in July 1998 the Company sold its wholly owned
subsidiary Clear Shield. The Company is still reviewing strategic and
recapitalization alternatives available.

The Company will implement the provisions of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which will be effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. SFAS No.
133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires recognition of all
derivative instruments as either assets or liabilities in the balance sheet
and the measurement of those instruments at fair value. Management believes
the adoption of SFAS No. 133 will not have a significant effect on the
Company's financial statements.

Liquidity and Capital Resources
-------------------------------

Cash and equivalents decreased by $5.3 million during the six months ended
June 30, 1999. Cash flows used in operating activities of $11.6 million and
investing activities of $13.6 million exceeded funds provided by financing
activities of $20.4 million. Cash flows used in operating activities were
principally attributable to the Company's loss from operations and an
increase in working capital usage offset by the effect of depreciation and
amortization. Cash flows provided by financing activities were principally
due to the Company's June 1999 refinancing. The Company entered into a $100
million Senior Secured Credit Facility and $35 million of Junior Term
Loans. The proceeds were used to redeem the $55 million 12% Senior Secured
Notes and the $30 million existing Revolving Credit Facility. In the first
quarter of 1999, a $13 million principal repayment was made under the
General Electric Capital Corporation (GECC) lease. Cash flows used in
investing activities consist principally of capital expenditures for
property, plant and equipment.

The Company finances its working capital needs through a combination of
internally generated cash from operations and borrowings under its $50
million Senior Revolving Credit Facility entered into in June 1999. The
availability of funds under the Senior Revolving Credit Facility is subject
to the Company's compliance with certain covenants, borrowing base limita-
tions measured by accounts receivable and inventory of the Company, and
reserves that may be established at the discretion of the lenders. There
is approximately $10.3 million outstanding under the Senior Revolving
Credit Facility at June 30, 1999.

The Company's Senior Secured Credit Facility and Junior Term Loans contain
a number of financial covenants that, among other things, require the
maintenance of a minimum level of tangible net worth, a minimum fixed
charge coverage ratio and minimum leverage ratio of total liabilities to
EBDIAT, and a limitation on capital expenditures.

As of June 30, 1999, the Company is in compliance with the covenants under
its debt obligations.

The Company anticipates that its current cash position, its operating cash
flows and the availability under its credit agreement will be sufficient
to meet its operating expenses and debt service requirements. The Company's
10.25% Notes, of which $219.3 million principal amount is outstanding, will
mature in December 2001. The Company anticipates it will refinance the
10.25% Notes or seek alternative strategies including, but not limited to,
selling additional equity capital.

Capital expenditures for continuing operations for the first six months of
1999 and 1998 totaled $13.7 million and $18.5 million, respectively.
Capital expenditures for discontinued operations for the first six months
of 1998 totaled $7.8 million. Significant 1999 and 1998 capital
expenditures for continuing operations included a new information
technology system at Viskase, costs associated with the Nucel(R) project,
and additional production capacity for specialty films. Capital
expenditures for discontinued operations included the construction of Clear
Shield's Twin Falls, Idaho facility. Capital expenditures for continuing
operations for 1999 are expected to be approximately $27 million. Capital
expenditures for continuing operations for 2000 are expected to be $13
million.

The Company has spent approximately $7 million annually on research and
development programs, including product and process development, and on new
technology development during each of the past three years. The 1999
research and development and product introduction expenses are expected to
be in the $9 million range. Among the projects included in the current
research and development efforts is the application of certain patents and
technology licensed by Viskase to the manufacture of cellulosic casings
under the Nucel(R) process. The commercialization of these applications and
the related fixed asset expense associated with such commercialization may
require substantial financial commitments in future periods.

Year 2000
---------

The Year 2000 (Y2K) issue concerns the inability of information systems to
properly recognize and process date-sensitive information beyond January
1, 2000. Businesses are at risk for possible miscalculations or systems
failures that may disrupt their business operations due to the Year 2000
issue.

In order to address the Y2K issue, the Company has formed a Year 2000
committee (Y2K Committee) that has separated the Company's risk into three
categories: significant business information technology (IT) systems,
internal non-information technology (Non-IT) systems and external readiness
by customers and vendors.

<PAGE>
Significant Business Information Technology Systems

In January 1996, the Company began a system conversion which incorporated
Y2K readiness. The following table shows the status of the business system
conversions by country:

   Country               Implementation Date       Status
--------------------     -------------------    ---------------------
United States              January 1, 1998        Complete
France                     October 1, 1998        Complete
United Kingdom             January 1, 1999        Complete
Brazil                     January 1, 1998        Complete
Canada                     October 1, 1999        Planned completion

The Company's significant business IT system is run on servers and a wide-
area network outsourced to IBM Global Services. IBM has been certified Y2K
compliant for all its system components. By June 30, 1999, all of the
Company's personal computers, network server hardware and software had been
checked for Y2K compatibility with the vendors. Of the equipment, 95% is
compatible and the remaining 5% will be made compatible by September 30,
1999. The expenditures associated with this are approximately $50 thousand.
The expenditures for the European implementation totaled approximately $5.0
million in 1998 and through the second quarter of 1999. The Company has
capitalized the costs necessary to upgrade its significant business
systems.

Internal Non-IT Systems

The Non-IT systems consist primarily of PC-based manufacturing systems and
process control units. The Y2K Committee has designated a member at each
plant to inventory its systems and determine the status of its Y2K
readiness. These systems were tested for compliance by June 30, 1999. The
Company has estimated the cost of Y2K readiness to be approximately $.4
million for its non-financial systems. A contingency plan is in place.

Y2K Compliance by Customers and Vendors

The Y2K Committee mailed a questionnaire to material third party vendors
in January 1999 to address material third party readiness with Y2K.
Responses to the questionnaires have been received from most key suppliers.
Those failing to respond to the questionnaire have been contacted. To date,
no significant compliance issues have been uncovered.

Should responses to the questionnaires indicate that suppliers, service
providers or contractors are not Y2K ready, the Company will change to
those vendors who have demonstrated Y2K readiness. The Company cannot be
assured that it will be successful in finding such alternative suppliers,
service providers and contractors.

Forward-looking Statements
--------------------------

Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties that could cause actual results
and Company plans and objectives to differ materially from those projected.
Such risks and uncertainties include, but are not limited to, general
business and economic conditions; competitive pricing pressures for the
Company's products; changes in other costs; opportunities that may be
presented to and pursued by the Company; determinations by regulatory and
governmental authorities; and the ability to achieve synergistic and other
cost reductions and efficiencies.

                PART II. OTHER INFORMATION

Item 1 - Legal Proceedings
         -----------------

For a description of pending litigation and other contingencies, see Part
1, Note 3, Contingencies in Notes to Consolidated Financial Statements for
Viskase Companies, Inc. and Subsidiaries.

Item 2 - Changes in Securities
         ---------------------

No reportable events occurred during the quarter ended June 30, 1999.

Item 3 - Defaults Upon 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

     10.22   Financing Agreement, dated June 14, 1999, among Viskase
             Corporation, Viskase Sales Corporation and the CIT
             Group/Business Credit, Inc. on behalf of itself and certain
             lenders.

     10.23   Financing Agreement, dated June 14, 1999, among Viskase
             Corporation, Viskase Sales Corporation and the lenders
             listed on the signature page thereto.

     10.24   Financing Agreement, dated June 14, 1999, among Viskase
             Corporation, Viskase Sales Corporation and D.P. Kelly &
             Associates, L.P.

     10.25   Form of Pledge Agreements made by Viskase Corporation to
             each of (i) the CIT Group/Business Credit, Inc. on behalf
             of itself and certain lenders, (ii) certain institutional
             lenders listed on the signature page thereto, and (iii)
             D.P. Kelly & Associates, L.P.

     10.26   Form of Pledge Agreements made by Viskase Sales Corporation
             to each of (i) the CIT Group/Business Credit, Inc. on
             behalf of itself and certain lenders, (ii) certain
             institutional lenders listed on the signature page thereto,
             and (iii) D.P. Kelly & Associates, L.P.

     10.27   Form of Pledge Agreements made by Viskase Holding
             Corporation to each of (i) the CIT Group/Business Credit,
             Inc. on behalf of itself and certain lenders, (ii) certain
             institutional lenders listed on the signature page thereto,
             and (iii) D.P. Kelly & Associates, L.P.

     10.28   Form of Parent Pledge Agreements made by Viskase Companies,
             Inc. to each of (i) the CIT Group/Business Credit, Inc. on
             behalf of itself and certain lenders, (ii) certain
             institutional lenders listed on the signature page thereto,
             and (iii) D.P. Kelly & Associates, L.P.

     10.29   Form of Security Agreements made by Viskase Holding
             Corporation in favor of each of (i) the CIT Group/Business
             Credit, Inc. on behalf of itself and certain lenders, (ii)
             certain institutional lenders listed on the signature page
             thereto, and (iii) D.P. Kelly & Associates, L.P.

     10.30   Form of Parent Security Agreements made by Viskase
             Companies, Inc. in favor of each of (i) the CIT
             Group/Business Credit, Inc. on behalf of itself and certain
             lenders, (ii) certain institutional lenders listed on the
             signature page thereto, and (iii) D.P. Kelly & Associates,
             L.P.

     10.31   Form of Joint and Several Guaranty of Viskase Corporation
             and Viskase Sales Corporation to each of (i) the CIT
             Group/Business Credit, Inc. on behalf of itself and certain
             lenders, (ii) certain institutional lenders listed on the
             signature page thereto, and (iii) D.P. Kelly & Associates,
             L.P.

        27   Financial Data Schedule.

(b)     Reports on Form 8-K

  (1)   On May 20, 1999, the Company filed a Form 8-K to report that on
        May 13, 1999 the Company announced that the U.S. District Court
        for the Northern District of Illinois, Eastern Division, granted
        Viskase Corporation's motion to reinstate the $102.4 million
        damage award in the case of Viskase Corporation vs. American
        National Can.

  (2)   On July 7, 1999, the Company filed a Form 8-K to report that on
        July 6, 1999 the Company announced that the U.S. District Court
        for the Northern District of Illinois, Eastern Division, entered
        a final judgment in favor of Viskase Corporation in the amount
        of $164.9 million for compensatory and enhanced damages and
        prejudgment interest in the case of Viskase Corporation vs.
        American National Can Company.

                                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.

                                        VISKASE COMPANIES, INC.
                                        -----------------------
                                        Registrant

                                        By: /s/
                                            ----------------------
                                            Gordon S. Donovan
                                            Vice President, Chief
                                             Financial Officer and
                                             Treasurer (Duly authorized
                                             officer and principal
                                             financial officer of the
                                             registrant)


Date:  August 16, 1999