<PAGE>   1


                             SECURITIES AND EXCHANGE
                                   COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

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


For Quarter Ended December 31, 1998                Commission File number 1-5341



                                ELCOR CORPORATION
             -------------------------------------------------------  
             (Exact name of Registrant as specified in its charter)


             DELAWARE                                                75-1217920
  --------------------------------                          --------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                            Identification No.)


          14643 DALLAS PARKWAY
SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS                          75240-8871
---------------------------------------------                         ----------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (972) 851-0500
                                                                  --------------


         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   .
                                                ---     ---

         As of close of business on February 1, 1999, Registrant had outstanding
12,995,493 shares of Common Stock, Par Value $1 per Share.



<PAGE>   2



PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                                ELCOR CORPORATION
                           CONSOLIDATED BALANCE SHEET
                           (Unaudited, $ in thousands)

<TABLE>
<CAPTION>

ASSETS                                                                  12-31-98        6-30-98
------                                                                 ----------    -----------                  
<S>                                                                    <C>            <C>      
CURRENT ASSETS
Cash and cash equivalents                                              $   2,356      $   5,240
Trade receivables, less allowance of $993 and $580                        48,084         56,450
Inventories -
         Finished goods                                                   17,826         20,549
         Work-in-process                                                     254            446
         Raw materials                                                     8,440          7,827
                                                                       ---------      ---------
                  Total inventories                                       26,520         28,822
                                                                       ---------      ---------

Prepaid expenses and other                                                 1,458          1,789
Deferred income taxes                                                      2,122          2,228
                                                                       ---------      ---------
                  Total current assets                                    80,540         94,529
                                                                       ---------      ---------

PROPERTY, PLANT AND EQUIPMENT, AT COST                                   190,628        194,133
         Less - accumulated depreciation                                 (72,232)       (73,401)
                                                                       ---------      ---------
                  Property, plant and equipment, net                     118,396        120,732
                                                                       ---------      ---------

OTHER ASSETS                                                               1,968          1,783
                                                                       ---------      ---------
                                                                       $ 200,904      $ 217,044
                                                                       =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                       $  12,566      $  14,579
Accrued liabilities                                                       14,625         12,628
                                                                       ---------      ---------
                  Total current liabilities                               27,191         27,207
                                                                       ---------      ---------

LONG-TERM DEBT                                                            33,500         48,000
DEFERRED INCOME TAXES                                                     14,237         15,881

SHAREHOLDERS? EQUITY -
         Common stock, $1 par                                             13,326         13,326
         Paid-in-capital                                                  66,753         67,862
         Retained earnings                                                53,440         47,394
                                                                       ---------      ---------
                                                                         133,519        128,582
         Less - Treasury stock (334,450 and 100,423 shares, at cost)      (7,543)        (2,626)
                                                                       ---------      ---------
                  Total shareholders' equity                             125,976        125,956
                                                                       ---------      ---------
                                                                       $ 200,904      $ 217,044
                                                                       =========      =========
</TABLE>

See accompanying notes to consolidated financial statements 


                                       1
<PAGE>   3



                                ELCOR CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           (Unaudited, $ in thousands
                             except per share data)


<TABLE>
<CAPTION>
                                                          Three Months Ended                 Six Months Ended
                                                   -------------------------------    ------------------------------
                                                      12-31-98          12-31-97        12-31-98          12-31-97
                                                   -------------     -------------    -------------    -------------
<S>                                                <C>               <C>              <C>              <C>          
SALES                                              $      71,199     $      60,965    $     157,067    $     134,481
                                                   -------------     -------------    -------------    -------------

COST AND EXPENSES
        Cost of sales                                     53,311            47,301          116,374          102,702
        Selling, general and administrative                9,812             8,384           20,084           17,189
                                                   -------------     -------------    -------------    -------------
INCOME FROM OPERATIONS                                     8,076             5,280           20,609           14,590
                                                   -------------     -------------    -------------    -------------

OTHER EXPENSE
        Interest expense, net                                445               614            1,004            1,373
                                                   -------------     -------------    -------------    -------------

INCOME BEFORE INCOME TAXES                                 7,631             4,666           19,605           13,217
        Provision for income taxes                         2,953             1,718            7,401            4,875
                                                   -------------     -------------    -------------    -------------
INCOME BEFORE CUMULATIVE EFFECT OF
        CHANGE IN ACCOUNTING PRINCIPLE                     4,678             2,948           12,204            8,342

CUMULATIVE EFFECT OF CHANGE IN
        ACCOUNTING PRINCIPLE                                   --               --           (4,340)              --
                                                   --------------    -------------    --------------   -------------

NET INCOME                                         $       4,678     $       2,948    $       7,864    $       8,342
                                                   =============     =============    =============    =============

INCOME PER COMMON SHARE-BASIC:
        Before cumulative effect of
         change in accounting principle            $         .36     $         .22    $         .93    $         .63
        Cumulative effect of change
         in accounting principle                              --                --             (.33)              --
                                                   -------------     -------------    --------------   -------------
NET INCOME PER SHARE-BASIC                         $         .36     $         .22    $         .60    $         .63
                                                   =============     =============    =============    =============

INCOME PER COMMON SHARE-DILUTED:
        Before cumulative effect of change
         in accounting principle                   $         .35     $         .22    $         .92    $         .62
        Cumulative effect of change in
         accounting principle                                 --                --             (.33)              --
                                                   -------------     -------------    --------------   -------------
NET INCOME PER SHARE-DILUTED                       $         .35     $         .22    $         .59    $         .62
                                                   =============     =============    =============    =============

DIVIDENDS PER COMMON SHARE                         $         .07     $         .06    $         .14    $         .12
                                                   =============     =============    =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>   4



                                ELCOR CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Unaudited, $ in thousands)


<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                          ----------------------- 
                                                                          12-31-98       12-31-97
                                                                          --------      ---------        
<S>                                                                       <C>           <C>     
CASH FLOWS FROM OPERATING ACTIVITIES

         Net income                                                       $  7,864      $  8,342
         Adjustments to reconcile net income
            to net cash from operating activities:

                  Depreciation and amortization                              4,532         5,370
                  Deferred income taxes                                        804         1,096
                  Cumulative effect of change in accounting principle        4,340          --
                  Changes in assets and liabilities:
                     Trade receivables                                       8,366         8,421
                     Inventories                                             2,302         4,008
                     Prepaid expenses and other                                331           399
                     Accounts payable and accrued liabilities                  (16)       (4,825)
                                                                          --------      --------

         Net cash provided by operating activities                          28,523        22,811
                                                                          --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES

         Additions to property, plant and equipment                        (12,062)       (5,748)
         Insurance proceeds and other, net                                   2,999           254
                                                                          --------      --------

         Net cash used for investing activities                             (9,063)       (5,494)
                                                                          --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES

         Long-term borrowings, net                                         (14,500)      (14,900)
         Dividends on common stock                                          (1,818)       (1,587)
         Treasury stock transactions and other, net                         (6,026)           19
                                                                          --------      --------

         Net cash used for financing activities                            (22,344)      (16,468)
                                                                          --------      --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (2,884)          849

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                               5,240         3,601
                                                                          --------      --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $  2,356      $  4,450
                                                                          ========      ========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   5



                                ELCOR CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.       The attached condensed consolidated financial statements have been
         prepared pursuant to the rules and regulations of the Securities and
         Exchange Commission. As a result, certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted. The company believes that the disclosures
         included herein are adequate to make the information presented not
         misleading. These condensed consolidated financial statements should be
         read in conjunction with the consolidated financial statements and
         related notes included in the company's 1998 Annual Report on Form
         10-K. The unaudited financial information contained herein has been
         prepared in conformity with generally accepted accounting principles on
         a consistent basis and does reflect all adjustments which are, in the
         opinion of management, necessary for a fair presentation of the results
         of operations for the three-month and six-month periods ending December
         31, 1998 and 1997, but are, however, subject to year-end audit by the
         company's independent auditors. Because of seasonal, weather-related
         conditions in some of the company's market areas, sales can vary at
         times, and results of any one quarter or other interim reporting period
         should not necessarily be considered as indicative of results for a
         full fiscal year.

2.       In fiscal 1998, the company changed its method of accounting for
         inventories from the LIFO method to the FIFO method. In accordance with
         Accounting Principles Board Opinion No. 20, "Accounting Changes," the
         consolidated financial statements as of December 31, 1997 have been
         restated to reflect this accounting change. There was no significant
         impact on net income for the three-month or six-month periods ended
         December 31,1997 as a result of this change in accounting principle.

3.       On September 15, 1998, the company experienced an explosion at its
         fiberglass roofing mat plant in Ennis, Texas. The explosion
         significantly damaged a drying oven and caused less extensive damage to
         the remainder of the mat line. At the time of the explosion, the
         damaged mat line supplied all of the company's internal fiberglass
         roofing mat needs. In addition, roofing mats from the damaged line were
         being sold to other asphalt roofing products manufacturers. There was
         no damage to a separate mat line that runs in parallel to the damaged
         line, nor was there any damage to the company's Ennis, Texas shingle
         manufacturing plant. There were no injuries from the explosion.

         Subsequent to the explosion, the company increased roofing mat
         production from its nondamaged mat line and began purchasing additional
         roofing mats from third party suppliers. The company believes there are
         adequate supplies of roofing mats from internal and/or external sources
         available to operate its three roofing shingle manufacturing facilities
         until the damaged line is repaired and fully operational. The damaged
         line was restored to partial operation in December 1998 and management
         anticipates that the damaged line should be restored to full operation 
         by the spring of 1999.


                                       4
<PAGE>   6



         The company carries both property damage and business interruption
         insurance. Accordingly, management does not expect the explosion to
         have a material adverse impact on the company's financial results. The
         $100,000 deductible portion of the loss was recorded during the quarter
         ended September 30, 1998. In December 1998, the company received its
         first insurance advances of $3,287,000 for property damage and
         $2,000,000 for business interruption. Estimated lost operating income
         is included in net sales. Reimbursable costs incurred to mitigate the
         loss have been recorded as a reduction of the related expense.

4.       In the first quarter of fiscal 1999, the company adopted Statement of
         Position 98-5, "Reporting on the Costs of Start-Up Activities," issued
         by the Accounting Standards Executive Committee of the American
         Institute of Certified Public Accountants. This Statement of Position
         requires, among other things, companies to expense on a current basis
         previously capitalized start-up costs. Adoption of this Statement of
         Position resulted in a $4,340,000 charge, net of tax, and is reported
         as a cumulative effect of change in accounting principle on the
         Consolidated Statement of Operations.

5.       During the first quarter of fiscal 1999, the company adopted Statement
         of Financial Accounting Standards No. 130 (SFAS 130), "Reporting
         Comprehensive Income." The adoption of SFAS 130 had no effect on the
         consolidated financial statements, as there are no items that the
         company is required to recognize as components of comprehensive income.

6.       In June 1997, the Financial Accounting Standards Board issued SFAS No.
         131, "Disclosure about Segments of an Enterprise and Related
         Information." SFAS No. 131 requires publicly held companies to
         disclose, among other things, certain interim and annual financial
         information about the enterprise using a new management approach. This
         approach requires segment information to be reported based on how
         management evaluates the operating performance of its business units or
         segments. The company will adopt SFAS No. 131 in fiscal 1999, but is
         still assessing the disclosure requirements of this standard.

7.       On January 11, 1999, a newly formed wholly owned subsidiary of the
         company purchased all of the outstanding shares of YDK America, Inc.
         (YDKA), a leading supplier to the computer industry of electronic
         plastic enclosures and components having electroless conductive
         coatings. The total purchase price was approximately $6,000,000, which
         was financed through borrowings under Elcor's revolving credit
         agreement. The acquisition was accounted for using the purchase method
         of accounting. The company is currently evaluating the allocation of
         the purchase price. YDKA's sales were $11.2 million for its fiscal year
         ending June 30, 1998.


                                       5
<PAGE>   7



8.       Basic earnings per share is computed based on the average number of
         common shares outstanding. Diluted earnings per share includes
         outstanding stock options.

         The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                                 (In Thousands)
                                                             Three Months Ended                  Six Months Ended
                                                           12-31-98          12-31-97         12-31-98        12-31-97
                                                        --------------       -----------      -----------     -----------         
<S>                                                     <C>                  <C>              <C>             <C>        
                Net Income                              $        4,678       $     2,948      $     7,864     $     8,342
                                                        ==============       ===========      ===========     ===========

                Denominator for basic earnings
                  per share - weighted average
                  shares outstanding                            12,990            13,231           13,059          13,217

                Effect of dilutive securities:
                  Employee stock options                           255               292              230             267
                                                        --------------       -----------      -----------     -----------

                Denominator for dilutive earnings 
                per share - adjusted weighted
                average shares and assumed 
                issuance of shares purchased 
                under incentive stock option plan
                using the treasury stock method                 13,245            13,523           13,289          13,484
                                                        ==============       ===========      ===========     ===========

                Basic earnings per share                $          .36       $       .22      $       .60     $       .63
                                                        ==============       ===========      ===========     ===========

                Diluted earnings per share              $          .35       $       .22      $       .59     $       .62
                                                        ==============       ===========      ===========     ===========

</TABLE>


                                       6
<PAGE>   8



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

RESULTS OF OPERATIONS

CHANGES IN THE THREE-MONTH PERIOD ENDED DECEMBER 31, 1998 COMPARED TO THE
THREE-MONTH PERIOD ENDED DECEMBER 31, 1997.

During the three-month period ended December 31, 1998, net income increased 59%
to $4,678,000 from $2,948,000 in the same three-month period last year. Sales
increased 17% compared to the prior year quarter. The increase in sales was
primarily the result of record December quarter shipments of Elk Prestique(R)
Enhanced High Definition(R) and Raised Profile(TM) premium laminated fiberglass
asphalt shingles. The increase in net income is primarily the result of
significantly higher income contribution by the Roofing Products Group.

The Roofing Products Group achieved higher sales and nearly doubled its
operating profit for the three months ended December 31, 1998 compared to the
same prior year period. Elk Corporation's shipments were aided by relatively
mild weather during much of the December quarter, together with sharply
increasing demand in the residential roofing replacement market. Furthermore,
new construction also continued at a strong level. Contributions from higher
shipments of premium laminated shingles were further improved by slightly higher
average selling prices. Demand was strong in most regions of the United States.
As a result, each of the company's roofing plants achieved higher production
levels, sales and operating profit in the fiscal 1999 quarter as compared to the
prior year quarter.

The Industrial Products Group reported lower sales and reduced operating profit
during the three months ended December 31, 1998 as compared to the same period
in the prior year. Chromium Corporation continued to benefit from strong demand
for its Compushield(R) conductive coatings and formed-in-place dispense
conductive gaskets used in digital wireless cellular phones and other electronic
products. However, Chromium experienced slightly lower demand for remanufactured
large diesel engine components used in the transportation industry. Also,
Ortloff's patent licensing and engineering consulting services to the petroleum
industry was significantly lower as a result of sharply depressed oil and gas
prices, causing some of its customers to reduce capital spending plans.

On an overall basis, gross margin on sales was 25.1% for the quarter ended
December 31, 1998 compared to 22.4% in the prior year quarter. Higher margins
were achieved by the Roofing Products Group for its products as a result of
increased production (which decreases per unit costs) and slightly higher
average selling prices. Selling, general and administrative costs were 13.8% of
sales in both the current year quarter and in the prior year quarter.

CHANGES IN THE SIX-MONTH PERIOD ENDED DECEMBER 31, 1998 COMPARED TO THE
SIX-MONTH PERIOD ENDED DECEMBER 31, 1997.

During the six-month period ended December 31, 1998, net income before the
cumulative effect of a change in accounting principle increased 46% to
$12,204,000 from $8,342,000 in last year's first half. Sales increased 17%
compared to the prior year period. The increases in sales and net income before
the accounting change were primarily the result of increased production and a
record level of shipments of premium laminated fiberglass asphalt shingles and
accelerating demand for Chromium's Compushield(R) products used in digital
wireless cellular phones. In the first quarter of fiscal 1999, the company
adopted Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities," issued by the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants, which resulted in a
$4,340,000 charge, net of tax, for the cumulative effect of this accounting
change. This one-time



                                       7
<PAGE>   9

cumulative charge reduced net income for the first half of fiscal 1999 to
$7,864,000 from $8,342,000 in the same period last year.

The Roofing Products Group achieved significantly higher sales with sharply
increased operating profit for the six months ended December 31, 1998 compared
to the same prior year period. These increases were primarily the result of
increased manufacturing output and a record level of shipments of premium
laminated fiberglass asphalt shingles. Each of the company's three roofing
plants recorded increased sales and operating profit in the first half of fiscal
1999 compared to the same prior year period. The company's nonwoven fiberglass
roofing mat plant also contributed to improved first half results. However, as
described in note 4 of this Form 10-Q, this plant was damaged by an explosion on
September 15, 1998. Due to the company's property damage and business
interruption insurance policies, management does not expect the explosion to
have a material adverse impact on the company's results of operations, financial
position or liquidity.

The Industrial Products Group recorded both lower sales and lower operating
profit for the first six months of fiscal 1999 compared to the same prior year
period due primarily to lower revenues and income from Ortloff Engineers'
technology licensing and consulting services for the natural gas processing
industry. Lower oil prices have reduced capital spending plans for some of its
customers. Chromium Corporation's Conductive Coatings Division reported higher
sales and slightly higher operating income. Strong demand for its Compushield
conductive coatings and conductive gaskets used in wireless digital
telecommunications and other electronic equipment industries accounted for the
increase in revenues. Chromium's sales of remanufactured large diesel engine
components decreased slightly in the first half of fiscal 1999 compared to the
prior year period.

On an overall basis, gross margin on sales was 25.9% for the six month period
ended December 31, 1998 compared to 23.6% in the prior year period. The
improvement in margin was primarily attributable to increased production, which
lowered per unit costs, at the company's roofing shingle plants. Selling,
general and administrative costs were 12.8% of sales the first half of fiscal
1999 and also in the first six months of fiscal 1998.

At the present time, the company anticipates continued growing demand for its
premium laminated fiberglass asphalt shingles for the remainder of fiscal 1999,
although the market is usually seasonally slower in the March quarter. All three
roofing plants plan to continue production at high levels throughout the winter.
Further, the completion of the third expansion of its Conductive Coatings
facility in Lufkin, Texas and the acquisition of YDK America in Canton, Georgia
(see note 7 to the consolidated financial statements) has added capacity that
will be used for increased production of wireless digital cellular phone
components to meet rapidly growing demand for these and other electronic
products.

FINANCIAL CONDITION

During the first six months of fiscal 1999, the company generated cash flows of
$28,523,000 from operating activities. Of this total, $10,668,000 was the result
of lower inventories and trade receivables. These changes were primarily the
result of a normal seasonal reduction in business activities. Historically,
working capital requirements fluctuate during the year because of seasonality in
some market areas. Generally, working capital requirements and related
borrowings are higher in the spring and summer months, and lower in the fall and
winter months. The current ratio at December 31, 1998 was 3.0:1 compared to
3.5:1 at June 30, 1998.


                                       8
<PAGE>   10



The company used $9,063,000 for investing activities in the first half of fiscal
1999. The majority of investing expenditures were for additions to property,
plant and equipment. Capital expenditures are expected to be about $24,000,000
in fiscal 1999, excluding replacement of equipment at the Ennis, Texas mat plant
damaged by an explosion (as described in note 4 to the consolidated financial
statements). The expenditures incurred to replace damaged equipment are expected
to be covered by the company's property damage insurance policy. The majority of
other planned fiscal 1999 capital expenditures are a continuation of
productivity, capacity and cost improvement projects at its existing roofing
plants, the acquisition of expanded capacity for the Conductive Coatings
operation (see note 7 to the consolidated financial statements), capital costs
associated with developing new computer systems and preparation for construction
of a fourth major laminated shingle plant. The company expects to invest about
$100-$120 million over a three year period beginning in fiscal 1999 to expand
capacity and improve productivity at existing plants, to install production
facilities for new products, to build a new roofing plant, and to increase
capacity for its conductive coatings business.

Cash flows used for financing activities were $22,344,000 during the first six
months of fiscal 1999, primarily resulting from dividend payments, a $14,500,000
seasonal reduction in long-term debt, and purchases of treasury shares.
Long-term debt represented 21% of the $159,476,000 of invested capital
(long-term debt plus shareholders' equity) at December 31, 1998. At December 31,
1998, $60,860,000 was available under the company's $100,000,000 unsecured
revolving line of credit.

During the first six months of fiscal 1999, the company purchased 286,600 shares
of its common shares on the open market under SEC Rule 10b-18 at a total cost of
$6,305,000 to complete the $10 million stock buy back program authorized by the
Board of Directors in September 1994. On September 28, 1998, the Board of
Directors authorized an additional $10 million stock repurchase program. The
Board of Directors also increased the regular quarterly cash dividend rate by
17% to $.07 per share.

The company's operations are subject to extensive federal, state and local laws
and regulations relating to environmental matters. Although the company does not
believe it will be required to expend amounts which will have a material adverse
effect on the company's consolidated financial position or results of operations
by reason of environmental laws and regulations, such laws and regulations are
frequently changed and could result in significantly increased cost of
compliance.

Further, certain of the company's industrial products operations utilize
hazardous materials in their production process. As a result, the company incurs
costs for remediation activities off-site and at its facilities from time to
time. The company establishes and maintains reserves for such remediation
activities, when appropriate, in accordance with Statement of Financial
Accounting Standard No. 5, "Accounting for Contingencies." Current reserves
established for known or probable remediation activities are not material to the
company's financial position or results of operations.

Management believes that current cash and cash equivalents, cash flows from
operations and its unsecured revolving credit facility should be sufficient
during fiscal 1999 and beyond to fund its planned capital expenditures, working
capital needs, dividends, stock repurchases and other cash requirements.
However, management believes it could secure additional capital at favorable
rates to support its capital expansion program.


                                       9
<PAGE>   11



YEAR 2000 ISSUE

The company is currently developing a new information system for most of its
critical financial, distribution and manufacturing applications. The system is
scheduled for completion and implementation before December 31, 1999 at an
estimated total cost of about $11 million. While the primary purpose of this new
information system is to modernize and improve the company's operations, it is
also expected to resolve the Year 2000 issues in these critical computer
systems. Costs to develop this new information system are being capitalized.
Other costs relating to Year 2000 readiness are being expensed as incurred. As
of December 31, 1998, the company's expenditures for its new information system
have been $6,329,000, and its expenditures for its Year 2000 readiness projects
have been less than $250,000. At this time, other than the cost of developing
and implementing its new information system, the company does not believe that
the costs of addressing the Year 2000 issue will be material. The company does
not believe that other critical information systems work has been deferred due
to its Year 2000 efforts.

The company also has teams of employees and consultants who are reviewing other
computer applications and systems not included in the scope of the new
information system, including embedded technology, and its interaction with its
suppliers, customers and other business partners for Year 2000 readiness. The
company has completed the process of taking relevant inventory, assessing risk,
and assigning priorities to various tasks. Internal testing will be completed by
June 30, 1999. The company has developed contingency plans for its critical
information system which primarily consist of making its existing information
system Year 2000 compliant in the event the new system is not completed by its
scheduled date. The company has completed and tested its remedial programming
for its mainframe computer system and believes this existing system to be Year
2000 compliant. Contingency plans for other aspects of Year 2000 readiness are
currently being developed. The company expects to have completed any required
remediation before January 1, 2000.

The company believes the Year 2000 readiness project is on schedule for timely
completion. Based on a current assessment of risks relating to its Year 2000
readiness, the company does not believe that this issue will result in
uncertainty that is reasonably likely to materially affect future financial
results or operating performance.


                                       10
<PAGE>   12



FORWARD-LOOKING STATEMENTS

This Form 10-Q contains "forward-looking statements" about the company's
prospects for the future. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
projected. Such risks and uncertainties include, but are not limited to, the 
following:

         1.       The company's roofing products business is cyclical and is
                  affected by weather and some of the same economic factors that
                  affect the housing and home improvement industries generally,
                  including interest rates, the availability of financing and
                  general economic conditions. In addition, the asphalt roofing
                  products manufacturing business is highly competitive. Actions
                  of competitors, including changes in pricing, or slowing
                  demand for asphalt roofing products due to general or industry
                  economic conditions or the amount of inclement weather could
                  result in decreased demand for the company's products, lower
                  prices received or reduced utilization of plant facilities.
                  Further, changes in building codes and other standards from
                  time to time can cause changes in demand, or increases in
                  costs that may not be passed through to customers.

         2.       In the asphalt roofing products business, the significant raw
                  materials are ceramic coated granules, asphalt, glass fibers,
                  resins and mineral filler. Increased costs of raw materials
                  can result in reduced margins, as can higher trucking and rail
                  costs. Historically, the company has been able to pass some of
                  the higher raw material and transportation costs through to
                  the customer. Should the company be unable to recover higher
                  raw material and/or transportation costs from price increases
                  of its products, operating results could be lower than
                  projected.

         3.       During fiscal 1997, the company completed the construction of
                  a plant at the company's Ennis, Texas facility to manufacture
                  nonwoven fiberglass roofing mats and other mats for a variety
                  of industrial uses. The company also expects to make up to
                  $100-$120 million in new investments to expand capacity and
                  improve productivity at existing plants and to build new
                  plants over a three year period beginning in fiscal 1999.
                  Progress in achieving anticipated operating efficiencies and
                  financial results is difficult to predict for new plant
                  facilities. If such progress is slower than anticipated, if
                  substantial cost overruns occur in building new plants, or if
                  demand for products produced at new plants does not meet
                  current expectations, operating results could be adversely
                  affected.

         4.       Certain facilities of the company's industrial products
                  subsidiaries must utilize hazardous materials in their
                  production process. As a result, the company could incur costs
                  for remediation activities at its facilities or off-site, and
                  other related exposures from time to time in excess of
                  established reserves for such activities.

         5.       The company's litigation, including its patent infringement
                  suits against GAF Building Materials Corporation and certain
                  affiliates, is subject to inherent and case-specific
                  uncertainty. The outcome of such litigation depends on
                  numerous interrelated factors, many of which cannot be
                  predicted.

         6.       Even with fully developed action and contingency plans for
                  Year 2000 readiness, it is possible that the company will not
                  achieve full internal readiness. Further, the company's
                  business may be adversely affected by external Year 2000
                  disruption that the company is not in position to control,
                  including but not limited to potential disruptions in power
                  and other



                                       11
<PAGE>   13

                  energy supplies, telecommunications or other infrastructure,
                  potential disruptions in transportation and the supply of raw
                  materials, and potential disruptions in financial and banking
                  systems. Year 2000 problems therefore could result in
                  unanticipated expenses or liabilities, production or
                  disruption delays or other adverse effects on the company.

         7.       Although the company currently anticipates that most of its
                  needs for new capital in the near future will be met with
                  internally generated funds, significant increases in interest
                  rates could substantially affect its borrowing costs under its
                  existing loan facility, or its cost of alternative sources of
                  capital.

         8.       Each of the company's businesses, especially its Conductive
                  Coatings Division's business, is subject to the risks of
                  technological changes that could affect the demand for or the
                  relative cost of the company's products and services, or the
                  method and profitability of the method of distribution or
                  delivery of such products and services. In addition, the
                  company's businesses each could suffer significant setbacks in
                  revenues and operating income if it lost one or more of its
                  largest customers.

         9.       Although the company insures itself against physical loss to
                  its manufacturing facilities, including business interruption
                  losses, natural or other disasters and accidents, including
                  but not limited to fire, earthquake, damaging winds and
                  explosions, operating results could be adversely affected if
                  any of its manufacturing facilities became inoperable for an
                  extended period of time due to such events.

     Parties are cautioned not to rely on any such forward-looking beliefs or
judgments in making investment decisions.



                                       12
<PAGE>   14



PART II.  OTHER INFORMATION

ITEM 1. Legal Proceedings

GAF Patent Litigation

     On February 11, 1999, the United States Court of Appeals for the Federal 
Circuit (Court of Appeals) issued a decision upholding the district court's
partial final judgment against Elk in its design patent case. The decision
held that the district court committed no reversible error in finding against
Elk based on inequitable conduct.

     Elk will evaluate its future course of action, including its trial strategy
for its trade dress claim, certain other matters in the design patent case, and
trial in the utility patent case.

     While management can give no assurances regarding the ultimate outcome of
the litigation, even if the outcome were to be adverse to Elk, it is not
expected to have a material effect on the Registrant's financial position or
liquidity.

     For further information and background on the GAF Patent Litigation, see
Part I, Item 3 of the Registrant's Annual Report on Form 10-K for the year ended
June 30, 1998.

ITEM 4:  Submission of Matters to a Vote of Security Holders

       (a)       The company's Annual Meeting of Shareholders was held on
                 October 27, 1998 for the purpose of electing two directors,
                 considering and voting upon a proposal to increase authorized
                 common stock, considering and voting upon a proposal to approve
                 the 1998 Amended and Restated Elcor Corporation Incentive Stock
                 Option Plan, and ratifying the appointment of the company's
                 independent auditors.

<TABLE>
<CAPTION>

       (b)       Directors Elected:                       NUMBER OF VOTES
                                                          ---------------  

                                                                      AUTHORITY
                                                        FOR            WITHHELD
                                                        ---           ---------              
<S>                                                 <C>                <C>    
                 James E. Hall                      10,393,644         761,046
                 Harold K. Work                     10,396,402         758,288
</TABLE>


                 Other Directors Whose Term Continued After the Meeting:

                 W.F. Ortloff
                 F.H. Callaway
                 David W. Quinn
                 Richard J. Rosebery
                 Dale V. Kesler

                 On October 27, 1998, Mr. Robert M. Leibrock retired from the
                 Board of Directors. On November 5, 1998, Thomas D. Karol,
                 President and Chief Executive Officer of Pro Group Holdings,
                 Inc. was appointed to fill the vacancy left upon Mr.
                 Leibrock's retirement. On January 3, 1999, Mr. Callaway passed
                 away. On January 27, 1999, the number of active directors was
                 reduced by the Board of Directors from eight to seven, and Mr.
                 Kesler was appointed to replace Mr. Callaway as Chairman of
                 the Compensation Committee.



                                       13
<PAGE>   15



       (c)       Other matters voted upon at the meeting and the number of
                 affirmative votes, negative votes and abstentions.

<TABLE>
<CAPTION>
                                                                      NUMBER OF VOTES
                                                       -------------------------------------------          
                                                       AFFIRMATIVE        AGAINST      ABSTENTIONS
                                                       -----------       ---------     -----------
<S>                                                     <C>              <C>               <C>   
                 Approval of an increase                8,068,325        3,057,321         29,045
                 in authorized common stock
                 from 50,00,000 shares to
                 100,000,000 shares

                 Approval of the 1998                   7,919,331        2,487,321         25,283
                 Amended and Restated
                 Incentive Stock Option Plan

                 Ratification of Arthur                11,126,659           17,217         10,814
                 Andersen LLP as
                 independent auditors of
                 the company for the fiscal
                 year ending June 30, 1999
</TABLE>

ITEM 5:  Other Information

       Item 5. Other Information

                 On December 14, 1998, Mr. Richard A. Nowak was elected by the
                 Elcor Board of Directors as President, Chief Executive Officer
                 and a Director of Elk Corporation of Dallas (Elk), succeeding
                 Harold K. Work, who remains as Chairman of the Board of that
                 wholly owned subsidiary and as Chairman, President and Chief
                 Executive Officer of Elcor Corporation. Mr. Nowak was most
                 recently Vice President of Sales and Marketing of Elk and its
                 subsidiaries and has been an employee of Elk for twenty years.

ITEM 6:  Exhibits and Reports of Form 8-K

       (a)       Exhibit:

                 Exhibit (27):  Financial Data Schedule (EDGAR submission only)

       (b)       The registrant filed one report on Form 8-K during the quarter
                 ended December 31, 1998. The registrant filed a Form 8-K on
                 October 20, 1998 relating to a press release containing
                 "forward-looking statements" about its prospects for the
                 future.




                                       14
<PAGE>   16



                                   SIGNATURES




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



                                               ELCOR CORPORATION



DATE:     February 12, 1999                    /s/ Richard J. Rosebery
     ------------------------                  ------------------------------
                                               Richard J. Rosebery
                                               Vice Chairman, Chief Financial &
                                               Administrative Officer and 
                                               Treasurer

                                               /s/ Leonard R. Harral
                                               ------------------------------
                                               Leonard R. Harral
                                               Vice President and Chief
                                               Accounting Officer











                                       15

<PAGE>   17


                                  EXIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
No.                 Description
-------             -----------
<S>                 <C>
  27                Financial Data Schedule
</TABLE>