UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC   20549

                           FORM 10-QSB

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

For the quarterly period ended                         December 31, 1998

Commission file number                                     1-6299

                  EMCEE Broadcast Products, Inc.
     (Exact name of registrant as specified in its charter)
                                
Delaware                                                 13-1926296
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification
No.)

Registrant's telephone number, including area code:         570-443-9575

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.

                         YES [x]             NO [  ]

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:

          Common stock, $ .01-2/3 par value - 3,982,397 shares as of February
5, 1999.
<PAGE>

        EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES

                            I N D E X
                                                                               
                                 PAGE(S)          
PART I.  FINANCIAL INFORMATION: 

CONSOLIDATED BALANCE SHEETS - 
        December 31, 1998 and March 31, 1998                           3

CONSOLIDATED STATEMENTS OF INCOME  -
         Nine Months and three months ended December 31, 1998 and 1997 4

CONSOLIDATED STATEMENT OF SHAREHOLDERS'  EQUITY -
          Nine Months ended December 31, 1998                          5

CONSOLIDATED STATEMENTS OF CASH FLOWS -
          Nine Months ended December 31, 1998 and 1997                 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                             7       

  
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE 
       FINANCIAL CONDITION AND RESULTS OF OPERATIONS                   8-11    
                           

PART II.  OTHER INFORMATION:

SIGNATURES                                                             12

NOTE:  Any questions concerning this report should be addressed to 
             Mr. Allan J. Harding, Vice President-Finance.
<PAGE>
<TABLE>
<CAPTION>                 PART I.  FINANCIAL INFORMATION
               EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES                 
                          CONSOLIDATED BALANCE SHEETS
                   - DECEMBER 31, 1998 and MARCH 31, 1998 -
                                 ====================================
                                  DEC 31, 1998        MARCH 31,1998
                                   Unaudited
                                 ====================================
 <S>                                    <C>                 <C>
ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents           $2,196,806          $2,529,594
 U. S. Treasury Bills                 1,768,798           2,269,549
 Accounts receivable,net of 
   allowance for doubtful accts.
   Dec -$70,000/March-$35,000           566,006           1,214,651
 Inventories                          3,639,207           3,438,599
 Prepaid expenses                       423,047             115,292
 Deferred taxes                         102,000              80,000
                                     -------------------------------
   TOTAL CURRENT ASSETS               8,695,864           9,647,685
                                     -------------------------------
PROPERTY, PLANT & EQUIPMENT:
  Land & land improvements              246,841             246,841
  Building                              617,670             618,686
  Machinery & equipment               1,963,637           1,956,085
                                     -------------------------------
                                      2,828,148           2,821,612
  Less accumulated depreciation       2,080,885           1,995,946
                                     --------------------------------
   NET PROPERTY, PLANT & EQUIPMENT      747,263             825,666
                                     --------------------------------
OTHER ASSETS                            320,983             211,450
                                     --------------------------------
NOTE RECEIVABLE                         500,000             500,000
  Less deferred portion                (500,000)           (500,000)
                                     --------------------------------
                                              0                   0
                                     --------------------------------
TOTAL ASSETS                         $9,764,110         $10,684,801
                                     ================================
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:  
 Current portion of long-term debt      $95,000            $117,000
 Accounts payable                        11,665             311,424
 Accrued expenses                       312,381             333,594
 Deposits from customers                317,707             260,048
 Accrued federal income taxes                 0              61,857
                                      -------------------------------
  TOTAL CURRENT LIABILITIES             736,753           1,083,923
                                      -------------------------------
<PAGE>
LONG-TERM DEBT,net of current portion   705,331             746,888
                                      -------------------------------
SHAREHOLDERS' EQUITY:
  Common stock issued, $.01-2/3 par;
   authorized 9,000,000 shares           73,084              73,084
  Additional paid-in capital          3,502,092           3,502,092
  Retained earnings                   6,607,500           6,927,987
                                    ---------------------------------
                                     10,182,676          10,503,163
  Less shares held in treasury
   at cost: 401,764 shares Dec '98; 
   320,764 shares Mar '98             1,860,650           1,649,173
                                   ----------------------------------
   TOTAL SHAREHOLDERS' EQUITY        8,322,026           8,853,990
                                    -------------------------------
TOTAL LIABILITIES & 
 SHAREHOLDERS' EQUITY               $9,764,110         $10,684,801
                                    ===============================
<FN>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>          EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
         THREE MONTHS AND NINE MONTHS ENDED DECEMBER  31, 1998 AND 1997
                                  (Unaudited)
                              ===========================================
                                 NINE (9) MONTHS      THREE (3) MONTHS
                               12/31/98  12/31/97    12/31/98   12/31/97
                              ===========================================
   <S>                            <C>       <C>        <C>         <C>
NET SALES                    $5,171,345  $6,862,949  $806,551   $2,793,857

COST OF PRODUCTS SOLD          3,738,205  4,511,260   742,439     1,758,847
                             ----------------------------------------------
GROSS PROFIT                   1,433,140  2,351,689    64,112     1,035,010
                             ---------------------------------------------
OPERATING EXPENSES:
  Selling                        875,439   1,106,492  253,559       333,366
  General and administrative     895,820     847,175  336,062       285,040
  Research and development       301,993     265,139   94,785        76,630
                             ----------------------------------------------
     TOTAL OPERATING EXPENSES  2,073,252   2,218,806  684,406       695,036
                             ----------------------------------------------
INCOME (LOSS) FROM OPERATIONS  (640,112)     132,883 (620,294)      339,974
                             ----------------------------------------------
OTHER INCOME (EXPENSE) , NET:
  Interest expense              (57,511)    (64,927)  (15,944)     (21,203)
  Interest income               181,353     186,099    53,422       62,547
  Gain of sale of investment
    securities                              277,324 
  Other                          25,783      17,580    20,241       5,777
                             ----------------------------------------------
TOTAL OTHER INCOME, NET         149,625     416,076    57,719      47,121
                             ----------------------------------------------
NET INCOME (LOSS) BEFORE 
  INCOME TAXES                 (490,487)    548,959  (562,575)    387,095
INCOME TAX EXPENSE (BENEFIT)   (170,000)     90,000  (186,000)     82,600
                             ----------------------------------------------
NET INCOME (LOSS)             $(320,487)   $458,959 $(376,575)   $304,495
                             ==============================================
COMMON SHARE AND COMMON
SHARE EQUIVALENT OUTSTANDING
   Basic                      4,015,457   4,152,853  3,995,723   4,122,806
                              ==============================================
   Diluted                    4,015,457   4,152,853  3,995,723   4,122,806
                             ==============================================
EARNINGS PER COMMON AND
COMMON SHARE EQUIVALENT 
  Basic                          $(.08)        $.11    $(.09)         $.07 
                            ===============================================
  Diluted                        $(.08)        $.11    $(.09)         $.07
                            ============================================== 
<FN>
        SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>     EMCEE BROADCAST PRODUCTS, INC.  AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  NINE MONTHS ENDED DECEMBER 31, 1998
                                   (Unaudited)
                              
                            ADDITIONAL     
           COMMON STOCK       PAID-IN    RETAINED    TREASURY STOCK    
          SHARES    AMOUNT   CAPITAL   EARNINGS   SHARES AMOUNT     TOTAL
 <S>        <C>       <C>      <C>       <C>      <C>      <C>       <C>
BAL
3/31/98 
        4,384,161 $73,084 $3,502,092 $6,927,987 320,764($1,649,173)$8,853,990

TREASURY
STOCK 
PURCHASED                                       81,000   (211,477)  (211,477)

NET LOSS 
FOR THE 
PERIOD                                (320,487)                     (320,487)
        ----------------------------------------------------------------------
BAL
12/31/98
       4,384,161 $73,084 $3,502,092 $6,607,500 401,764 ($1,860,650)$8,322,026
       ====================================================================== 

<FN>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>

<PAGE>
<PAGE>
<TABLE>
<CAPTION>       EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
          NINE (9) MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                   (Unaudited)
                                       ============================= 
                                              NINE (9) MONTHS
                                         12/31/98      12/31/97
                                       =============================
          <S>                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (Loss)                      $(320,487)     $458,959
 Adjustments:
  Depreciation                            204,930       202,770
  Provision for doubtful accounts          36,454        40,244
  (Increase) decrease in:
  Accounts receivable                     612,191      (708,371)
  Inventories                            (200,608)      299,417
  Prepaid expenses                       (307,755)      188,257
  Deferred taxes                          (22,000)
  Other assets                           (109,533)      106,461
 Increase (decrease) in:
  Accounts payable                       (299,759)          269
  Accrued expenses                        (21,213)      (41,870)
  Deposits from customers                  57,659       232,562
  Accrued income taxes                    (61,857)     (434,915)
                                       ---------------------------
NET CASH PROVIDED BY (USED IN) 
     OPERATING ACTIVITIES                (431,978)      343,783
                                       ---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property, plant and 
       equipment                         (126,527)      (22,844)
 Purchase of U. S. Treasury Bills      (3,400,000)   (3,093,722)
 Proceeds from maturities of U.S.
   Treasury Bills                       3,900,751     3,100,000
 Note Receivable                                      2,500,000
                                        --------------------------
NET CASH PROVIDED BY INVESTING 
 ACTIVITIES                               374,224     2,483,434
                                        --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Long Term Debt:
  New borrowings                                         70,000
  Payments                                (63,557)      (89,751)
  Stock award issued                                     39,440
  Acquisition of company stock           (211,477)     (311,295)
                                       --------------------------
NET CASH USED IN FINANCING ACTIVITIES    (275,034)     (291,606)
                                       -------------------------- 
NET INCREASE (DECREASE) IN CASH          (332,788)    2,535,611
<PAGE>

CASH AND CASH EQUIVALENTS AT BEGINNING 
  OF YEAR                               2,529,594       681,335
                                       ---------------------------
CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                           $2,196,806      $3,216,946
                                      ============================
SUPPLEMENTAL DISCLOSURE OF CASH 
  FLOW INFORMATION: 
  Cash paid during the period:
   Interest Expense                      $52,132         $49,490
                                     ============================= 
   Income Taxes                         $242,560        $490,000
                                     =============================
<FN>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
<PAGE>                   EMCEE BROADCAST PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    1.  The financial information presented as of any date other than March
31, has been prepared from the books and records of the Company without audit. 
Financial information as of March 31 has been derived from the audited
financial statements ofthe Company, but does not include all disclosures
required by generally accepted accounting principles.  In the opinion of
management, the accompanying unaudited consolidated condensed financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly EMCEE Broadcast Products,
Inc. and Subsidiaries' financial position, and the results of their operations
and changes in cash flow for the periods presented.

    2.  The results of operations for the three month and nine month periods
ended December 31, 1998 and 1997 are not necessarily indicative of the results
to be expected for the full year.

    3.  At December 31, 1998, cash equivalents included $1,713,865 invested in
a money market portfolio.

    4.  INVENTORIES consisted of the following:
<TABLE>
<CAPTION>                             December 31,1998       March 31, 1998
                                        (UNAUDITED)    
 <S>                                         <C>                    <C>

FINISHED GOODS                          $    139,000         $   454,000
WORK-IN-PROCESS                              731,000             777,000
RAW MATERIALS                             1, 308,000           1,323,000
MANUFACTURED COMPONENTS                    1,461,207             884,599
                                        --------------------------------- 
                                        $  3,639,207         $ 3,438,599
                                        =================================
</TABLE>        
        Inventories are stated at the lower of standard cost, which
approximates current actual cost (on a first-in, first-out basis) or market
(net realizable value).

    5.  EARNINGS PER SHARE.  Basic income per share is computed by dividing
earnings applicable to common shareholders by the weighted average number of
common shares outstanding. Diluted income per share is similar to basic income
per share except that the weighted average of common shares outstanding is
increased to include the number of additional common shares that would have
been outstanding if the dilutive potential common shares had been issued. 
There were no dilutive potential common shares in the period ended
December 31, 1998 and 1997 because the assumed exercise of the options would
be anti- dilutive.

<PAGE>           EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
                              
                  MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net sales for the quarter ended December 31, 1998 totaled $807,000, a 71%
decrease from the quarter ended December 31, 1997 as demand for the Company's
products continues to erode.  Net sales for the nine months ended December 31,
1998 amounted to $5,171,000 or a decrease of 25% compared to the first nine
months ended December 31, 1997.

Foreign sales for the for the quarter ended December 31, 1998 equaled $540,000
or 67% of total shipments for the quarter.  Foreign sales for the first nine
months of fiscal 1999 totaled $2,561,000 or 50% of total shipments.

Domestic demand remains low as operators in the Multichannel Multipoint
Distribution Services (MMDS) do not have the funding capabilities and the new
digital technology has not been widely implemented.  Foreign sales, which
represent a majority of the sales for the first three quarters of fiscal 1999,
have been severely hampered by the political and economic upheavals occurring
worldwide.

The Registrant is optimistic in that its range of products developed for the
digital television, high-speed Internet and High Definition Television (HDTV)
industries will be in demand, however, cautions that the demand will not
develop until mid to late calendar 1999.

Gross profit for the three months ended December 31, 1998 totaled $64,000 or
8% of net sales compared to $1,035,000 or 37% of net sales for the quarter
ended December 31, 1997. The low sales volume for the current quarter resulted
in the low gross profit.  Gross profit for the first nine months of fiscal
1999 accumulated $1,433,000 (28% of net sales),a reduction of $919,000 (39% of
net sales) from the first nine months one year ago.

Total operating expenses of $684,000 for the quarter ending December 31, 1998
increased total operating expenses year-to-date to $2,073,000.  This total was
$146,000 or 7% less than total operating expenses for the first nine months
one year ago.

Selling expenses totaled $875,000 for the first three quarters of fiscal 1999
compared to $1,106,000 for the like period one year ago.  Cost controls
initiated over a year ago, as management had foreseen the downturn in demand
of products, were evident in reduced expenses in volume related costs such as
salaries and commissions, but in other expenses also.  Shows and convention
expense were reduced $83,000 for the first nine months of fiscal 1999 compared
to the first nine months of fiscal 1998.  Advertising expense was
reduced $31,000 and travel expense by $25,000 during the first three quarters
ended December 31, 1998 compared to the same period one year earlier.

Although cost controls were also implemented in General and Administration
expenses and indeed these controls were successful in reducing certain General
and Administrative expenses for the quarter and nine months ended December 31,

<PAGE>
1998, the total expenses of $336,000 for the quarter and $896,000 for the nine
months exceeded the comparable amounts one year ago of $285,000 and $847,000
for the quarter and year-to-date amounts, respectively, as the
Registrant expended approximately $60,000 in the third quarter of fiscal 1999
to evaluate a merger with a third party.  A determination was made by
management and consultants that the offer was inadequate.

In addition, the Company has expended approximately $15,000 during the nine
months ended December 31, 1998  in the high speed Internet domain.

The Company has made an exception to reducing expenses in respect to research
and development expense as the amounts totaled $95,000 for the quarter ended
December 31, 1998,an increase of 24% over the quarter ended December 31, 1997
and increased the amount for the nine months ended December 31, 1998 to
$302,000, an increase of 14% over the same period one year ago.  The third
quarter and year-to-date ending December 31, 1997 contained
a credit of $20,000 for non-recurring engineering (NRE) paid for by a
customer.  The Registrant will continue to expend monies in research and
development to maintain its leadership position in MMDS, HDTV and high speed
Internet products.

A loss from operations was incurred of $620,000 for the third quarter and
$640,000 for the nine months ending December 31, 1998 compared to income from
operations of $340,000 for the three months and $133,000 for the nine months
ended December 31, 1997.

Interest expense of $16,000 for the third quarter and $58,000 for the first
nine months of fiscal 1999 was more than offset by interest income of $53,000
and $181,000 for the same periods, respectively.  The comparable amounts one
year ago were interest expense of $21,000 and $65,000 and interest income of
$63,000 and $186,000, respectively.  The reductions of all these amounts was
due primarily to the reduction in interest rates in 1998 compared to 1997.

Other income of $20,000 for the quarter ended December 31, 1998 was
principally $20,000 of deposits forfeited by customers on canceled orders and
increased other income to $26,000 for the nine months ended December 31, 1998
compared to $18,000 for the first nine months ended December 31, 1997.  The
nine month period of fiscal 1998 included a gain on the sale
of an investment that the Company  held in a Wireless Cable company resulting
in total other income (net) for the first nine months of $416,000.

Income tax provision of $83,000 for the quarter and $90,000 for the nine
months ended December 31, 1997 compared to tax benefits of $186,000 for the
quarter and $170,000 for the nine months ended December 31, 1997.  The former
decreased net income to $304,000 ($.07 per share of outstanding common stock)
for the quarter ended December 31, 1997 and $459,000
($.11 per share of outstanding common stock) for the nine months ended
December 31, 1997. The latter decreased the net loss to $377,000 for the
quarter ($.09 loss per share of outstanding common stock) and $320,000 for the



<PAGE>
nine months ended December 31, 1998 ($.08 loss per share of outstanding common
stock).  Federal income tax provsion (benefits) for all periods under
consideration are less than "expected percent" due to additional tax
credit and benefits from a Foreign Sales Corporation (FSC) formed in April
1995.  There are no state taxes for these periods since all profitable
companies in the consolidated group are domiciled in states which do not
impose income taxes. 

Cash and cash equivalents (which consisted primarily of money market funds)
decreased $333,000 from March 31, 1998 to December 31, 1998 and U.S. Treasury
bills were decreasedfrom $2,270,000 at March 31, 1998 to $1,769,000 as of
December 31, 1998 due primarily tothe low sales volume for the nine months
period ended December 31, 1998.

Accounts receivable, net of allowances for doubtful accounts decreased from
$1,215,000 as of March 31, 1998 to $566,000 as of December 31, 1998 also due
to the low sales volume.

The balance of inventories increased $201,000 during the period  March 31,
1998 through December 31, 1998.  Although inventory purchases have been
curtailed during this period, production has been continuing, resulting in an
increase in manufactured products of $577,000 during this period.  (See
further discussion on personnel).

Prepaid expenses increased from $115,000 as of March 31, 1998 to $423,000 as
of December 31, 1998 due to income tax benefits arising from the net loss for
the nine month period ended December 31, 1998, less approximately $35,000 of a
reduction for prepaid insurance and prepaid show expense balances for the same
periods.

Deferred taxes increased to $102,000 as of December 31, 1998 from a balance of
$80,000 as of March 31, 1998 due to an increase in the net deferred tax asset. 
There was no amount shown for accrued federal income taxes as of December 31,
1998 compared to $62,000 as of March 31, 1998 due to the net loss.

The Company acquired $127,000 of fixed assets during the period of March 31,
1998 through December 31, 1998.  Depreciation of $205,000 net of the acquired
fixed assets reduced net property, plant and equipment to $747,000 as of
December 31, 1998 versus $826,000 as of March 31, 1998.

Other assets consists primarily of EMCEE's investment in a high speed Internet
system. Included in this balance is a note receivable of $100,000 plus
interest due from a principal in this new venture.

Accounts payable of $12,000 as of December 31, 1998 compared to $311,000 as of
March 31,1998 is a further indication that management has greatly reduced
purchase of inventories.

The change in accrued expenses from $334,000 as of March 31, 1998 to $312,000
as of December 31, 1998 was minor and due to timing changes in accruals.




<PAGE>

Deposits from customers increased $58,000 as of December 31, 1998 compared to
March 31,1998.  

Debt payments of $64,000 made during the nine months ending December 31, 1998
reduced long-term debt, including the current portion, from $864,0000 as of
March 31, 1998 to $800,000 as of December 31, 1998.

The Registrant believes its working capital, coupled with cash flows from
operations, will be sufficient to fund anticipated working capital and debt
payment requirements for fiscal 1999.  The Company also has an available line
of credit of $2,000,000.

The Company, through a subsidiary, purchased a total of 81,000 shares of
Company stock during the period of March 31, 1998 through December 31, 1998 at
a total cost of $211,000.

In addition to the low sales volume during the first nine months of fiscal
1999  $490,000 of backlog was canceled resulting in a backlog of $1,171,000 as
of December 31, 1998.  The Company is cautiously optimistic that new orders
will increase in the next three months and that orders for high speed Internet
service, HDTV and MMDS, both domestic and foreign will commence in mid
calendar 1999.

The Registrant has retained Howard, Lawson & Co., an investment banker, to
advise the Company concerning various strategic alternatives to its wireless
communications business. Management anticipates that the plan will be
presented and decisions on the plan will be completed before the end of the
fourth quarter of fiscal 1999.

In addition to reducing operating expenses, the Company has initiated reduced
hours worked by employees and/or a reduction in salary expenses that commenced
in December 1998 and will continue until order demand improves.  Management is
confident that it has the resources to sustain business until the market
improves.

The Company had a total of 65 employees as of December 31, 1998, the same as
at the end of the prior quarter and one less than at March 31, 1998.

The Year 2000 issue is the result of computer programs written using two
digits rather than four to designate the applicable year.  The Registrant has
a single source for its mainframe software programming.  It has received
upgrades and has installed these upgrades that have been certified by the
vendor to be year 2000 compliant.  Tests have been conducted on the existing
network and personal computers and the Company believes that the
Year 2000 issue will neither pose significant operational problems for its
computer systems nor will it have a material impact on the results of
operations of the Company.  Management is aware that a segment of shipments
need corrective software to function after the year
2000.  These modifications will be implemented in the second quarter of
calendar 1999. These modifications will not have a material impact on either



<PAGE>

time or expense.  While the Registrant is unaware of any Year 2000 problems
with any significant suppliers or customers, there can be no guarantee that
the systems of other companies, if not compliant, will not have an adverse
effect on the Registrant.  
                                    
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
                                    
Any statements contained in this report which are not historical facts are
forward looking statements; and, therefore, many important factors could cause
actual results to differ materially from those in the forward looking
statements.  Such factors include, but are not limited to, changes
(legislative, regulatory and otherwise) in the MMDS or LPTV
industry, demand for the Company's products (both domestically and
internationally), the development of competitive products, competitive
pricing, the timing of foreign shipments, market acceptance of new product
introductions (including, but not limited to, the Company's digital, high
speed Internet, telephony and HDTV products), technological
changes, economic conditions, litigation and other factors, risks and
uncertainties identified in the Company's Securities and Exchange Commission
filings.                               

                      PART II.  OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

In prior years an individual who was an officer, director and shareholder and
the Company were named as defendants in various lawsuits instituted by certain
shareholders based on incidents alleged to have occurred in the early-to-mid
1980's.  Of these lawsuits, all were either settled or were dismissed with
prejudice and the appeal periods have expired.

On July 7, 1995, one of the prior litigants initiated another claim against
the Company and another individual who is a shareholder seeking actual damages
of $700,000.  In September 1995, the presiding judge in the Circuit Court of
Cook County, Illinois ruled in favor of the Company to dismiss plaintiff's
complaint with prejudice. It is unknown at
this time whether an appeal will be taken.
    
On January 16, 1997, the Registrant initiated a claim against a partnership
and an individual seeking judgment in the principal amount of $2,100,000 plus
interest and attorneys fees.  On March 27, 1997, the parties agreed to a
settlement of $2,500,000 to be paid (and which was paid) on April 3, 1997 and
an additional $500,000 to be paid to the Company upon the occurrence of
certain events, including a sale or material change in ownership of the
obligor.







<PAGE>                      SIGNATURES

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

                             EMCEE BROADCAST PRODUCTS, INC.


Date: February 9, 1999       /s/ JAMES L. DeSTEFANO
                             ---------------------------
                             JAMES L. DeSTEFANO
                             President/CEO
   

Date: February 9, 1999      /s/ ALLAN J. HARDING
                            ----------------------------
                             ALLAN J. HARDING
                             Vice President-Finance