--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

[x]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
       ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 1999

                                       or

[ ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934 Commission File Number 0-14812

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

              New Jersey                              22-2716367
      (State or other jurisdiction of                 (IRS Employer
      incorporation or organization)               Identification No.)

             777 Maritime Drive                         53074-0308
                 PO Box 308                             (Zip Code)
          Port Washington, Wisconsin
    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                  414-268-6800
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
                                      None
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
                     Common stock, par value $.01 per share
                                (Title of class)

       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. [x] Yes [ ] No
       Indicate by check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]
       Aggregate market value of Edison Control  Corporation  common stock, held
by non-affiliates as of March 31, 1999 was $10,258,456.
       Indicate the number of shares outstanding of each of the issuer's classes
of common  stock as of March 31, 1999:  2,346,933  shares of common  stock,  par
value $.01 per share.

                       Documents Incorporated by Reference

1.     Portions  of  Edison   Control   Corporation's   1998  Annual  Report  to
       Shareholders  are  incorporated  by reference  into Parts I, II and IV of
       this Form 10-K.

2.     Portions of Edison  Control  Corporation's  Notice of Annual  Meeting and
       Proxy Statement for the Registrant's  1999 Annual Meeting scheduled to be
       held on June 8, 1999 are  incorporated by reference into Part III of this
       Form 10-K.


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<PAGE>


                                     PART I

                Special Note Regarding Forward-Looking Statements

Certain   matters   discussed   in  this   Annual   Report   on  Form  10-K  are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the  statement  will  include  words such as the Company  "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe   the   Company's   future   plans,   objectives   or  goals  are  also
forward-looking  statements.  Such  forward-looking  statements  are  subject to
certain  risks and  uncertainties,  including,  but not  limited to, new product
advancements  by  competition,   significant  changes  in  industry  technology,
economic or  political  conditions  in the  countries  in which the Company does
business,  the continued availability of sources of supply, the availability and
consummation  of favorable  acquisition  opportunities,  increasing  competitive
pressures on pricing and other contract terms and economic factors affecting the
Company's security trading  portfolio.  These factors could cause actual results
to differ  materially  from  those  anticipated  as of the date of this  report.
Shareholders,  potential investors and other readers are urged to consider these
factors in evaluating  the  forward-looking  statements and are cautioned not to
place undue reliance on such  forward-looking  statements.  The  forward-looking
statements  included  herein are only made as of the date of this report and the
Company  undertakes  no  obligation  to  publicly  update  such  forward-looking
statements to reflect subsequent events or circumstances.

Item 1.  Business

Edison Control  Corporation (the "Company") was  incorporated  under the laws of
the State of New  Jersey  on June 18,  1986 to  succeed  a  limited  partnership
organized on October 31,  1979.  Until June 21, 1996,  the  principal  operating
business  was  involved  in the  design,  development,  manufacture  and sale of
electronic  fault  indicators.  On June 21, 1996,  the Company  purchased,  from
unaffiliated  persons,  all of the issued and outstanding  stock of Construction
Forms, Inc. ("ConForms"),  CF Ultra Tech, Inc. ("Ultra Tech") and CF Gilco, Inc.
("Gilco")  and all of the issued  and  outstanding  units of another  affiliate,
JABCO,  LLC. On October 31,  1996,  the Company  sold  certain net assets of the
electronic  fault  indicators  business  to the  manager of that  operation.  On
February 1, 1998, Ultra Tech and Gilco were merged into ConForms.

The Company conducts its business through its ConForms' divisions. ConForms, the
Company's  principal  operating  unit,  designs,  manufactures  and  distributes
concrete  pumping  systems  and  accessories.  Ultra  Tech  is  engaged  in  the
manufacturing  and  marketing of abrasion  resistant  piping  systems.  Abrasion
resistant  hardened pipe is used  extensively  in mining,  pulp and paper mills,
wastewater  treatment plants and coal-fired  electric utility plants, as well as
in concrete  pumping  applications.  Gilco is engaged in the  manufacturing  and
marketing  of a broad line of  concrete  and  mortar/plaster  mixers for a broad
segment of industries.

                                    ConForms

Most  of  ConForms'  manufacturing  operations  and  all of  its  administrative
functions  are  located  at  the  Company's  headquarters  in  Port  Washington,
Wisconsin, which is approximately 25 miles north of Milwaukee. ConForms operates
three  branch  warehouses  for  light  manufacturing  and  distribution  of  its
products.  The warehouses are located in Gardena,  California;  Newport,  Wales,
United Kingdom; and Johor Bahru, Malaysia.  ConForms also owns a 50% interest in
South  Houston Hose  Company,  a Houston,  Texas based  distributor  of concrete
pumping  accessories,  industrial  hoses and a  variety  of  fittings  for other
markets.

                                       2
<PAGE>

ConForms  produces  a  standardized  line of  concrete  pumping  components  and
accessories  compatible  with many different types of concrete pumps in order to
be in a position to provide concrete  pumpers and distributors  with a complete,
high  quality  line of  components  and  accessories  priced  lower than if each
component were purchased  individually.  ConForms believes that a pumping system
designed as a package helps improve the reliability and output of the pump.

In the 1970s,  as concrete pumps became more reliable,  available and acceptable
in the United States as the most efficient method of placing concrete,  ConForms
worked  closely  with pump  manufacturers  and  contractors  to  develop  better
engineered products for the rapidly changing industry. The Company believes that
industry  standards  were  largely   established  based  on  ConForms'  designs.
ConForms' objective was, and continues to be, to provide high quality components
and a superior level of service to stay at the forefront of the concrete pumping
market.  As ConForms  continued to grow utilizing  quality  engineering,  patent
protection,  tooling and fixtures,  manufacturing  methods and distribution,  it
became  difficult for smaller  manufacturers  to match  ConForms'  total service
level.  The Company  believes this strategy has allowed ConForms to increase its
market share to over 50% of the North American market.

ConForms   manufactures  concrete  pumping  systems  and  accessories  for  many
applications,  including  use in high rise  construction,  airport  and  parking
structures, and bridge and tunnel construction.  In addition, ConForms' products
are used  extensively  on mobile,  truck-mounted  concrete  pumps  equipped with
articulating  booms.  Because of the  inherent  abrasiveness  of concrete  being
conveyed under pressure, ConForms' products need to be replaced periodically and
the  end-user  usually  contacts  ConForms or a  distributor  for  high-quality,
in-stock replacement components.

ConForms manufactures over 7,000 finished products,  although  approximately 500
products  constitute  approximately  80% of ConForms'  sales.  To its knowledge,
ConForms is the only complete source of system components and accessories needed
to pump and place concrete. ConForms' products include straight pipe sections in
a variety of lengths,  diameters,  wall  thicknesses,  degrees of hardness,  and
fittings. In addition,  ConForms' products include couplings,  reducers,  bends,
elbows and valves in various sizes and styles.  Specially  made rubber hose in a
variety of sizes and  configurations  is included in ConForms' product base. The
line also includes equipment,  which is tailor-made for particular applications,
such as bridge-deck  spreaders,  krete-placers,  hydraulic  diversion  discharge
valves, and customized equipment used in tunnel construction.

Marketing

ConForms' products,  which account for approximately 77% of the Company's sales,
are  marketed  principally  through its own sales  personnel  and  distributors.
Besides  contact  from sales  personnel,  ConForms  also  attempts to maintain a
prominent level of market  visibility  through active membership in the American
Concrete  Pumping  Association,  exhibits at industry  trade shows,  direct mail
publications to end users and conducting industry safety seminars. Approximately
95% of all orders are received over the telephone.

Export sales  accounted for  approximately  19.7% of ConForms'  business for the
year ended January 31, 1999, compared to 21.3% in the prior year.  International
markets are expected to be an increasing part of the business in future years.

Customers

ConForms'  customer  base  consists  of  concrete  pump   manufacturers   (19%),
pumper/dealers  (organizations  which run a concrete pumping  operation but also
act as dealers of concrete  pumps and systems)  (33%),  dealers  (28%),  pumping
contractors  (14%) and various other  businesses  such as rental yards,  general
contractors,  pool contractors,  ready mix operations,  mines,  fireproofers and
precast companies (6%).

No customer  exceeded 10% of the Company's  consolidated  net sales for the year
ended January 31, 1999.

                                       3
<PAGE>

Competition

ConForms  competes  with a  number  of  manufacturers  in the  concrete  pumping
components and accessories  industry.  However,  the Company  believes that this
competition  is very  fragmented,  with  most  competitors  offering  a  limited
selection of concrete pumping  components and mainly selling against ConForms on
price.  ConForms  competes by providing a complete  line of  products,  quality,
first class service and engineering  assistance.  Moreover, the Company believes
that ConForms'  patents,  manufacturing  methods and inventory stocking strategy
provide it with a  competitive  advantage.  Pump  manufacturers  also compete by
actively  promoting  their internal wear parts and piping  systems.  Also,  some
customers develop their own in-house capability to produce some of the products.

Miscellaneous Data

Principal manufacturing operations include machining, welding, burning, bending,
heat-treating,  painting,  sawing, hose coupling,  assembly and fixture and tool
making.

Raw  materials  principally  include  steel  pipe and  tubing,  rubber  hose and
castings.  ConForms has long-term relationships with a select group of suppliers
to control costs and ensure material quality and availability. ConForms does not
have any written contractual agreements with any of its suppliers.

The business has marginally  lower sales volume in the fourth  quarter;  however
working capital requirements are not significantly  impacted.  Terms of sale are
generally net 30 days.

ConForms  has  several  patents  and   trademarks;   only  one,  the  method  of
heat-treating  pipe with a wall thickness of under .200 inches, is considered of
significant importance to the Company.

ConForms order backlog on March 31, 1999 and 1998 was approximately $965,000 and
$790,000, respectively; all of which should be completed prior to the end of the
current fiscal year.

                                   Ultra Tech

Ultra Tech was formed in 1989 to help assure  ConForms an in-house supply of the
highest quality,  induction-hardened  pipe for its concrete pumping systems. The
Company believes its induction-hardened  pipe will typically last 3 to 8 or more
times  longer  than  non-hardened  pipe.  Since its  formation,  Ultra  Tech has
attempted  to  establish  its own  identity  in many  other  markets,  primarily
throughout the United States,  including the mining  industry to carry phosphate
and coal slurries,  the pulp and paper  industry for various  slurry mixes,  the
power  industry to convey fly ash and coal and the waste  treatment  industry to
convey sludge.

Ultra Tech has developed a line of hardened and overlay pipe products  available
in varying  diameters,  lengths and  configurations  which prolong the life of a
piping  system,  regardless  of  particular  wear  characteristics  found in the
pumping system.  The Company uses low alloy steel pipe,  advanced  heat-treating
technology  and  metallurgical  principles  to  produce  both  UT600  and  UT500
induction-hardened  pipe. Both of these products have a hard, abrasion resistant
inner wall and a more ductile outer layer. For pure abrasion applications, UT600
provides outstanding wear resistance. UT600 induction-hardened pipe is made from
a raw steel pipe of a proprietary chemistry.  The pipe is induction heated, then
water  quenched on the inner wall.  In  applications  involving  impact or shock
loading, UT500 offers more ductility while maintaining a hard innerwear surface.
For  applications  where abrasion from shear and erosion are extreme,  UltraWeld
Overlay is  considered  for superior  wear  resistance.  The result is a surface
possessing  an  excellent  combination  of high  resistance  to erosion,  severe
abrasion and moderate impact strength.

                                       4
<PAGE>

In August 1995, Ultra Tech began production at a new  induction-hardening  plant
owned  by  its  affiliate,  JABCO,  LLC  in  Port  Washington,  Wisconsin.  Port
Washington  is  approximately  25 miles  north of  Milwaukee.  Ultra  Tech's new
equipment  increased  the size range of pipe it can process from 24 inches to 40
inches in diameter and reduced processing time by approximately 50%.

Marketing

Ultra Tech products,  which account for  approximately  14% of the Company's net
sales,  are  marketed   through  Company  sales  and  marketing   personnel  and
distributors. Regular advertising is placed in various trade journals.

Ultra Tech's export sales for the year ended January 31, 1999 and 1998 accounted
for approximately 3.3% and 10.8% of Ultra Tech's net sales, respectively.

Customers

The market for Ultra Tech's products is primarily resource-based industries such
as mining,  paper and  energy.  Secondary  influence  is felt in the  processing
industries  such  as  dredging,  foundries,  steel,  cement,  sludge  and  grain
handling.  However, any pneumatic or hydraulic pipeline transporting solids is a
potential customer for Ultra Tech.

No customer  exceeded 10% of the Company's  consolidated  net sales for the year
ended January 31, 1999.

Competition

There are a number of competitors in the piping industry,  including mild steel,
duplex steel,  plastic pipe, rubber lined pipe, basalt lined pipe, ceramic lined
pipe and  cast  alloy  pipe.  Ultra  Tech is one of only  three  North  American
competitors  in the  manufacturing  of hardened  pipe.  Ultra Tech relies on its
efficient  manufacturing  processes,  superior  value,  quality and  engineering
assistance to compete.

Miscellaneous Data

Principal manufacturing operations include machining, welding, burning, bending,
heat-treating and sawing.

Raw  materials  principally  include  steel  pipe in  lengths  up to 50 feet and
diameters  from 2 1/2 to 40  inches.  Ultra  Tech  does  not  have  any  written
contractual  agreements  with any of its  suppliers.  Raw  materials are readily
available from various sources.

Ultra Tech's  business is not  seasonal.  Working  capital  requirements  may be
significant  depending on the size of the order. Terms of sale are generally net
30 days.

Ultra Tech does not depend on patents and trademarks.

Ultra Tech's order backlog on March 31, 1999 and 1998 was approximately $705,000
and $1,025,000,  respectively;  all of which is to be completed prior to the end
of the current fiscal year.

                                      Gilco

In 1989,  ConForms  acquired  the  assets of the mixer  division  of the  Gilson
Brothers Company, a well-known  manufacturer of construction and utility mixers.
This  acquisition  allowed ConForms to diversify and expand its product line and
market base in the concrete construction equipment industry. Gilco is engaged in
the design,  manufacture  and marketing of concrete and  mortar/plaster  mixers.
Gilco's  product 

                                       5
<PAGE>

lines  include  mortar/plaster  mixers with  capacities  of six to sixteen cubic
feet, concrete mixers with capacities of one and one-half to nine cubic feet and
non-tilt mixers with capacities of six to sixteen cubic feet.

Gilco's mixers are built to maintain high  production  with the densest mixes in
the  toughest  conditions.  The  mixers  feature a square  paddle  shaft,  steel
blades/adjustable wipers and a reinforced tubular steel frame. They also feature
a dual-belt  drive and a completely  enclosed extra  heavy-duty  gear drive with
automotive style clutch or a fully automatic hydraulic transmission. Gilco's new
polyurethane liners can be ordered across several mixer lines. Mixers are driven
by gas-powered engines or electric motors.

Gilco  occupies a 50,000  square foot  factory  owned by the Company in Grafton,
Wisconsin. Grafton is approximately 20 miles north of Milwaukee.

Marketing

Gilco markets its products,  which account for approximately 9% of the Company's
sales,   through   inside  sales   personnel,   direct  mail,   trade   magazine
advertisements  and referrals.  This is in addition to its existing  distributor
and retail  channels.  Gilson mixers are  positioned  at the high quality,  high
price end of the market.

Gilco's export sales accounted for  approximately 1% and 2% of Gilco's net sales
volume during the years ended January 31, 1999 and 1998, respectively.

Customers

Approximately  48% of  Gilco's  sales  are to  construction  equipment  dealers.
Another 18% are sold direct to masons, plasterers, general contractors and other
end  users.  Retail  outlets  account  for about 20% of  Gilco's  business.  The
remaining 14% are sold to government agencies, rental yards, and other equipment
manufacturers.

No customer  exceeded 10% of the Company's  consolidated  net sales for the year
ended January 31, 1999.

Competition

Gilco has a few large  competitors  along with  several  competitors  of similar
size. While a few are only involved with mixers,  most have a line of additional
and some-what related  construction  equipment  products.  Gilco competes on the
basis of its high quality.

Miscellaneous Data

Principal manufacturing operations include metal fabricating,  welding, burning,
bending, assembly and painting.

Raw  materials  principally  include  sheet metal,  steel,  castings,  tires and
engines.  Gilco does not have any written contractual agreements with any of its
suppliers. All raw materials are readily available.

The business is seasonal with slightly lower sales volume in the fourth quarter;
however,  working capital requirements are not significantly affected.  Terms of
sale are generally net 30 days.

Gilco's patents and trademarks are not material to Gilco's business.

Gilco's order backlog on March 31, 1999 and 1998 was  approximately  $85,000 and
$80,000,  respectively;  all of which is to be shipped during the current fiscal
year.

                                       6
<PAGE>

                                Year 2000 Matters

During fiscal 1998, the Company engaged in a comprehensive project to select and
implement a new enterprise  resource  planning ("ERP") system that will properly
recognize  the Year  2000  problem.  This  project  involved  replacing  certain
hardware and  software  maintained  by the  Company.  The Company has received a
representation  from the ERP  software  provider  that its software is Year 2000
compliant.  On February 1, 1999, the Company started  operating with the new ERP
system.  Contingency  plans have been  developed and will be implemented if Year
2000 problems are encountered with the new ERP system.

The total cumulative cost of the project was approximately  $530,000.  Purchased
ERP system hardware and software,  approximately $385,000 of the total estimated
cost, was capitalized in accordance with normal policy.  Personnel and all other
remaining costs related to the project were expensed as incurred.

The Company has not formally  communicated  with all its customers and suppliers
to  determine  the extent to which the  Company  is  vulnerable  to those  third
parties' failure to address Year 2000 issues. The Company's business  operations
could be affected by the year 2000  readiness of its  customers and suppliers in
such areas as the delay in receipt of cash from customers,  the  interruption of
utilities  and the  inability of suppliers  to deliver in a timely  manner.  The
Company does not anticipate any materially adverse affect on its business due to
Year 2000 problems encountered by its customers or suppliers; however, there can
be no assurance that its business will not be materially  adversely  affected by
such problems.

                                 General Matters

Research and development expenditures are a part of the engineering department's
budget and are  expensed  as  incurred.  The  estimated  total  amount  spent on
research and development  during the years ended January 31, 1999, 1998 and 1997
totaled approximately $212,000, $190,000 and $190,000, respectively.

The Company believes that compliance with Federal, state and local environmental
regulations  will not require  significant  capital  expenditures  or materially
affect future earnings in fiscal 1999.

No portion of the business is subject to renegotiation of profits or termination
of contracts at the election of the United States government.

                                Industry Segments

Information on industry  segments is incorporated by reference to footnote 15 of
the  consolidated  financial  statements  contained in the Company's 1998 Annual
Report to Shareholders.

                               Foreign Operations

Information on foreign operations is incorporated by reference to footnote 14 of
the  consolidated  financial  statements  contained in the Company's 1998 Annual
Report to Shareholders.

                                    Employees

As of January 31, 1999, the Company had 111 active full-time employees.




                                       7
<PAGE>


Item 2.  Properties

The following table sets forth certain information with respect to the Company's
principal facilities as of January 31, 1999:

                            Square Feet of
Location                      Floor Space          Description and Principal Use
--------                      -----------          -----------------------------
Port Washington, WI (1)         95,000       One-story  and  partial  mezzanine,
                                             masonry and metal clad, steel frame
                                             office and  manufacturing  facility
                                             on  15  acres   used   mainly   for
                                             manufacturing of ConForms and Ultra
                                             Tech products and  headquarters for
                                             all office personnel.

Grafton, WI (1)                 42,000       One and part two-story, masonry and
                                             metal  clad,  steel and wood framed
                                             office and  manufacturing  facility
                                             on  2.2  acres   used   mainly  for
                                             manufacturing  Gilco and Ultra Tech
                                             products.

Cedarburg, WI (1)               53,000       One-story,  masonry and metal-clad,
                                             steel     frame      office     and
                                             manufacturing   facility   on   6.5
                                             acres.  Facility currently held for
                                             sale.

Gardena, CA (2)                 10,000       One-story office and  manufacturing
                                             facility used for the  distribution
                                             and light manufacturing of ConForms
                                             products.

Newport, Wales, United          10,000       One-story office and  manufacturing
Kingdom (3)                                  facility used for the  distribution
                                             and light manufacturing of ConForms
                                             products.

Johor Bahru, Malaysia(4)        10,000       One-story office and  manufacturing
                                             facility used for the  distribution
                                             and light manufacturing of ConForms
                                             products.
---------
(1) The Company owns these  facilities,  all of which are  mortgaged  under debt
    agreements.
(2) The Company leases this facility. The lease expires November 30, 2003.
(3) The Company leases this facility. The lease expires October 31, 2000.
(4) The Company leases this facility. The lease expires January 31, 2001.

The Company  believes that all of its  facilities  are in good condition and are
adequate for their intended uses.

Item 3.  Legal Proceedings

There are currently no material legal  proceedings  pending to which the Company
is a party nor were any material legal  proceedings  concluded during the fourth
quarter of fiscal 1998.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of fiscal 1998.


                                       8
<PAGE>


                                     Part II

Item 5.  Market for the Company's Stock and Related Stockholder Matters

The  Company's  Common  Stock trades on The Nasdaq Stock Market under the symbol
EDCO.  The  following  table sets forth the high and low bid  quotation  for the
fiscal  quarter shown.  The prices quoted  represent  prices between  dealers in
securities  without  adjustments for mark-ups,  mark-downs or commissions and do
not necessarily reflect actual transactions.

                                   Fiscal 1997
                       Quarter         High         Low
                       -------         ----         ---
                       1st             5 1/4        4
                       2nd             5            3
                       3rd             5 1/2        4 1/8
                       4th             4 1/2        3 7/8

                                   Fiscal 1998
                       Quarter         High         Low
                       -------         ----         ---
                       1st             6 1/2        4
                       2nd             11 1/2       6 3/4
                       3rd             9 1/8        6 3/4
                       4th             7 1/2        6 1/8

The approximate number of shareholders of record and beneficial  shareholders of
the Company's $.01 par value common stock as of January 31, 1999 was 33 and 600,
respectively.

The Company has not  previously  paid any  dividends  on its Common  Stock.  The
Company  intends to follow a policy of retaining  all of its earnings to finance
its business and any future acquisitions.

The following  information  for this Part II is incorporated by reference to the
Company's 1998 Annual Report to Shareholders, as follows:

                                                   Information Incorporated by
Item     Caption                                   Reference to: 
----     -------                                   ---------------------------
  6.     Summary of Selected Financial Data        Annual Report, page 9

  7.     Management's Discussion and               Annual Report, pages 4 - 8
         Analysis of Financial Condition
         and Results of Operations

  7A.    Quantitative and Qualitative              Annual Report, pages 6 - 7
         Disclosures About Market Risk

  8.     Audited Financial Statements and          Annual Report, pages 10 - 34
         Supplemental Data

Item  9.  Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure.

Not applicable.


                                       9
<PAGE>

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant

At March 31, 1999, the names and ages of all executive officers and directors of
the  Company  and all  positions  and  offices  held with the Company are listed
below. There are no family relationships  between such persons. All officers are
elected annually by the Board of Directors at the first Board meeting  following
each annual meeting of the shareholders.  There are no agreements between any of
the officers and any other person pursuant to election as an officer.
                                                                   First
         Name                          Office                     Elected    Age
         ----                          ------                     -------    ---
                                                                            
William B. Finneran   Chairman of the Board and Director            1991     57
                                                                            
Jay J. Miller         Director                                      1991     66
                                                                            
John J. Delucca       Director                                      1991     55
                                                                            
Mary E. McCormack     Director                                      1995     45
                                                                            
Alan J. Kastelic      President and Chief Executive Officer of              
                      Edison Control Corporation and Director       1996     55
                                                                            
Jay R. Hanamann       Secretary, Treasurer and Chief                1996     39
                      Financial Officer                                     
                                                                            
Robert L. Cooney      Director                                      1997     65
                                                                            
William C. Scott      Director                                      1997     64
                                                                          
William B.  Finneran  is a  Managing  Director  of CIBC  Oppenheimer  Corp.,  an
investment-banking  firm,  and has been  employed  with  them  since  1972.  Mr.
Finneran is a Director of National Planning  Association,  a non-profit advisory
board and Covenant House, a non-profit charitable institution. Mr. Finneran also
serves on the Board of Operation Smile and Villanova University.

Jay J. Miller has been a  practicing  attorney in the State of New York for more
than thirty  years.  Mr.  Miller is a Director of Total-Tel  USA  Communication,
Inc., a provider of long distance telephone service.  He is currently serving as
Chairman of the Board of AmTrust Pacific Ltd., a New Zealand property company.

John J. Delucca is Executive Vice President, Finance and Administration, and CFO
of Coty, Inc., a cosmetics and fragrance company. Previously, Mr. Delucca served
as Senior Vice  President  and Treasurer of RJR Nabisco from  September  1993 to
December 1998,  Chief  Financial  Officer of the Hascoe  Association,  a private
investment  company from January 1991 to  September  1993,  President  and Chief
Financial  Officer for The  Lexington  Group from October 1990 to January  1991,
Senior Vice  President of Finance and Managing  Director of the Trump Group from
May 1988 to October 1990, and Senior Vice President of Finance for International
Controls Corporation from April 1986 to May 1988. In addition,  Mr. Delucca is a
director of Enzo Biochem,  Inc., a genetic  research/testing  company and Elliot
Company, a manufacturer of turbines and related equipment.

Mary E. McCormack is Director of Acquisitions of The Hertz Corporation.  She was
President and Chief  Executive  Officer of the Edison Control  Corporation  from
February 1995 to February 1998. Prior to working with the Company, Ms. McCormack
was a Managing Director of Beechtree Capital Partners, Inc., 


                                       10
<PAGE>

a boutique  merchant  banking firm which she  co-founded  in 1989.  From 1983 to
1989,  she served in a variety of  capacities  for the  investment  banking  and
brokerage  firm of  Advest,  Inc.,  most  recently  as Vice  President-Corporate
Finance.  Ms. McCormack is a Director of Star  International  Holdings,  Inc., a
manufacturer of commercial cooking appliances.

Alan J. Kastelic was appointed  President and Chief Executive  Officer of Edison
Control  Corporation in June 1998 and President and Chief  Executive  Officer of
Construction Forms, Inc. in June 1996 when Construction Forms, Inc. was acquired
by the Company.  Mr.  Kastelic had previously  been Executive Vice President and
Chief  Operating  Officer of Construction  Forms,  Inc. which he joined in 1977.
Prior to joining  Construction Forms, Mr. Kastelic was Manufacturing  Manager at
Badger Dynamics and Chief Cost Accountant,  Material Control Manager and Manager
of Manufacturing at the PCM division of Koehring Corporation.

Jay R. Hanamann was appointed  Treasurer and Chief Financial  Officer on July 1,
1996. Mr. Hanamann is the Chief Financial Officer of Construction Forms, Inc. He
has served in various  financial and  management  functions  with ConForms since
July 1990.  From 1981 to 1990 he was  employed by the  international  accounting
firm of Deloitte & Touche LLP.

Robert L.  Cooney is a Partner of Cooney,  Schroeder  & Co., a  consulting  firm
which he co-founded in February 1997. Mr. Cooney was a Managing  Director-Equity
Capital  Markets at Credit  Suisse First Boston from 1977 to January  1997.  Mr.
Cooney also serves as a director of Hoenig  Group Inc., a  Nasdaq-listed  global
securities brokerage firm located in Rye Brook, New York and Equity One, Inc., a
NYSE-listed real estate investment trust located in Miami, Florida.

William C. Scott was from 1988 to 1999 the Chairman and Chief Executive  Officer
of Panavision Inc., the leading designer and manufacturer of high-precision film
camera systems for the motion picture and television industries. From 1972 until
1987,  Mr. Scott was President and Chief  Operating  Officer of Western  Pacific
Industries Inc., a manufacturer of industrial products.  Prior to 1972 Mr. Scott
was a Group  Vice  President  of Cordura  Corporation  (a  business  information
company)  for three  years  and Vice  President  of Booz,  Allen &  Hamilton  (a
management-consulting  firm) for five  years.  He is  currently  Chairman of the
Board of  TeleCast  Communications  Limited,  London,  England,  a  director  of
Panavision Inc. and of Four Media Company.

Certain  other   information  is  incorporated  by  reference  to  "Election  of
Directors" and "Section 16(a) Beneficial Ownership Reporting  Compliance" in the
Company's Proxy Statement for its 1999 Annual Meeting of Shareholders.

Item 11. Executive Compensation

All information is incorporated by reference to "Executive  Compensation" in the
Company's Proxy Statement for its 1999 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management

All information is  incorporated by reference to "Share  Ownership of Directors,
Officers and Certain Beneficial Owners" in the Company's Proxy Statement for its
1999 Annual Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions

There were no reportable transactions during the year.


                                       11
<PAGE>

                                     Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)  Financial Statements:

The consolidated  financial statements of the Company,  together with the report
thereon of Deloitte & Touche, LLP appear on pages 10 through 34 of the Company's
1998 Annual Report to Shareholders, and are incorporated herein by reference.

(a)(2)  Financial Statement Schedules:

Schedules not included have been omitted  because they are either not applicable
or the  information  is presented in the  consolidated  financial  statements or
notes thereto.

(b)  Reports on Form 8-K:

There were no reports on Form 8-K filed during the fourth quarter.

(c)      Exhibits:

The Exhibits filed or incorporated  by reference  herein are as specified in the
Exhibit Index.


                                       12
<PAGE>


                                   Signatures

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

By:      /s/ Alan J. Kastelic
         Alan J. Kastelic
         President and Chief Executive Officer (Principal Executive Officer)
         April 21, 1999

By:      /s/ Jay R. Hanamann
         Jay R. Hanamann
         Secretary, Treasurer and Chief Financial Officer (Principal Financial 
         and Accounting Officer)
         April 21, 1999

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this Form
10-K has been signed below by the following  persons on behalf of Edison Control
Corporation and in the capacities and on the dates indicated:

/s/  William B. Finneran
William B. Finneran
Chairman of the Board and Director
April 21, 1999

/s/  Mary E. McCormack
Mary E. McCormack
Director
April 21, 1999

/s/  Jay J. Miller
Jay J. Miller
Director
April 21, 1999

/s/  John J. Delucca
John J. Delucca
Director
April 21, 1999

/s/  Alan J. Kastelic
Alan J. Kastelic
Director and President and Chief Executive Officer of Construction Forms, Inc.
April 21, 1999

/s/  Robert L. Cooney
Robert L. Cooney
Director
April 21, 1999

/s/  William C. Scott
William C. Scott
Director
April 21, 1999


                                       13
<PAGE>


EXHIBIT INDEX
-------------

Exhibit No.    Description
-----------    -----------
3.1            Certificate of  Incorporation  (incorporated  by reference to the
               Company's Form 10-Q for the quarter ended July 31, 1998).

3.2            By-laws  of  the  Company   (incorporated  by  reference  to  the
               Company's   Registration   Statements  on  Form  S-18  (File  No.
               33-6736-NY) filed on June 24, 1986).

4.1            Master Credit Agreement dated June 21, 1996 between  Construction
               Forms,  Inc., CF Ultra Tech,  Inc., CF Gilco,  Inc.,  and LaSalle
               National Bank  (incorporated  by reference to the Company's  Form
               8-K dated July 8, 1996).

4.2            Loan Agreement  dated June 21, 1996 between  Construction  Forms,
               Inc.,  CF Ultra Tech,  Inc.,  CF Gilco,  Inc.,  and Bank Audi USA
               (incorporated  by reference to the Company's  Form 8-K dated July
               8, 1996).

10.1     *     1986 Stock Option Plan of Company  (incorporated  by reference to
               the  Company's  Registration  Statement  on Form  S-18  (File No.
               33-6736-NY) filed June 24, 1986).

10.2     *     Stock  Warrant  issued  to  William  Finneran   (incorporated  by
               reference to the Company's 1997 Proxy Statement Exhibit 2).

10.3     *     Edison Control Corporation 1999 Equity Incentive Plan, subject to
               shareholder  approval at the  Company's  1999  Annual  Meeting of
               Shareholders.

10.4           Stock and Unit  Purchase  Agreement  dated  June 21,  1996 by and
               among  Registrant,  Construction  Forms  Acquisition Inc. and the
               Shareholders of  Construction  Forms,  Inc., CF Gilco,  Inc., and
               JABCO,  LLC  (incorporated by reference to Form 8-K dated July 8,
               1996).

10.5     *     Employment  Agreement dated June 21, 1996 between the Company and
               Alan J. Kastelic (incorporated by reference to the Company's Form
               10-K dated April 25, 1997).

10.6     *     Employment  Agreement dated June 21, 1996 between the Company and
               Jay R. Hanamann  (incorporated by reference to the Company's Form
               10-K dated April 25, 1997).

10.7     *     Stock  Option  Plan dated June 21,  1996  between the Company and
               Alan J. Kastelic (incorporated by reference to the Company's Form
               10-K dated April 25, 1997).

10.8     *     Stock Option Plan dated June 21, 1996 between the Company and Jay
               R.  Hanamann.  (incorporated  by reference to the Company's  Form
               10-K dated April 25, 1997).

10.9     *     Nonqualified  Stock Option Agreement dated May 29, 1997,  between
               the Company and Robert Cooney  (incorporated  by reference to the
               Company's Registration Statement on Form S-8 (File No. 333-41483)
               filed December 4, 1997).

10.10    *     Nonqualified  Stock  Option  Agreement  dated  October 15,  1997,
               between the Company and William Scott  (incorporated by reference
               to the  Company's  Registration  Statement  on Form S-8 (File No.
               333-41483) filed December 4, 1997).

                                       14
<PAGE>

13.            Pages  from  1998  Annual  Report  to   shareholders   which  are
               incorporated  by  reference  to Form 10-K.  21.  Subsidiaries  of
               Edison Control Corporation.

23.            Consent and Report of Independent Auditors.

27.            Financial Data Schedule for the twelve-month period ended January
               31, 1999.

99.            Definitive   Proxy   Statement   for  1999   Annual   Meeting  of
               Shareholders (to be filed within 120 days of January 31, 1999).


         *     Represents a management compensation plan.