U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-QSB


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

                For the quarterly period ended March 27, 1999

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 [No Fee Required]

            For the transition period from _________ to _________


                           Commission File Number
                                   1-13628


                         INTELLIGENT CONTROLS, INC.
                   (Exact name of small business issuer as
                          specified in its charter)


             Maine                                   01-0354107
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

                 74 Industrial Park Road, Saco, Maine 04072
                  (Address of principal executive offices)

                               (207) 283-0156
                         (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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
    -----     -----

There were 5,061,123 shares of Common Stock of the issuer outstanding as of 
April 30, 1999.

Transitional Small Business Disclosure Format:  Yes       No   X
                                                    -----    -----


                                   PART I

ITEM 1.  FINANCIAL STATEMENTS

Unaudited financial statements of the Company appear beginning at page F-1 
below, and are incorporated herin by reference.  These financial statements 
include all adjustments that, in the opinion of management, are necessary 
in order to make the financial statements not misleading.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations for Three Months Ended March 27, 1999:

For the three months ended March 27, 1999, sales increased 24% to 
$4,409,063 compared to sales in the first quarter of 1998 of $3,537,314.

Sales of fuel management systems (FMS) products grew by 22% in the first 
quarter of 1999, as compared to the same period in 1998.  The increase in 
sales resulted from shipping a record backlog carried through year-end 1998 
as well as new first quarter 1999 bookings that increased 12% when compared 
to the same period in 1998.  As previously reported, the robust business 
of the second half of 1998 resulted from strong new construction activity, 
a successful new product, namely the 1001/2001 automatic tank gauge (ATG), 
and numerous customer programs to automate leak detection systems to 
meet the EPA mandated December 22, 1998 compliance deadline.  In addition, 
shipments to a single OEM customer of a digital probe were $125,000 higher 
in the first quarter 1999 than in the same period of 1998.

Sales of power utility/predictive maintenance products increased by 45% in 
the first quarter of 1999 as compared to the first quarter of 1998.  
Bookings increased by 13% compared to the first three months of 1998 and a 
significant portion of the first quarter shipments were from the year-end 
1998 backlog.

Gross margins improved to 55.8% in the first quarter of 1999, as compared 
to 43.7% for the same period in 1998.  The improvement in gross margin is 
attributable to material purchase price improvements, manufacturing volume 
efficiencies, and favorable product mix.  Margins for first quarter of 1998 
were adversely affected by a $592,000 shipment to Chinese Petroleum, at 
reduced margin so the true gross margin improvement, although still quite 
strong, is somewhat overstated on a directly comparable basis.

Operating expenses increased 8.7% overall in the first three months of 
1999, compared to the same period in 1998. This increase was primarily due 
to additional investment in the sales and marketing department as well as
R & D.

Net income increased twelve-fold from $36,972 in the first quarter of 1998, 
to $505,057 in the first quarter of 1999.  The increase is primarily due to 
increased sales volume and higher gross margins. With a significant cash 
balance and reduced debt as compared to 1998, the Company earned 
significant interest income while having very small interest expense.  The 
combined effect of these working capital changes created an increase to 
pretax income of $65,109.

Liquidity and Capital Resources at March 27, 1999:

As of March 27, 1999 the Company had $4.5 million in cash and 100% 
availability on its $3.5 million dollar line of credit.  The Company 
expects that current resources will be sufficient to finance the Company's 
operating needs through the end of 1999.

Year 2000 Issues

Except as stated below, the Company's Y2K compliance status remains 
essentially unchanged from that reported in our Form 10-KSB for the fiscal 
year ended December 26, 1998.

The total cost of the Company's Y2K compliance efforts through March 27, 
1999 is estimated at $12,000.  The aggregate projected costs for 1999 
(including costs incurred in the first quarter) are $18,000.

This discussion of Y2K issues contains forward-looking statements, as 
defined in Section 21E of the Securities Exchange Act of 1934.  Examples of 
such statements include estimates of completion dates for evaluation of 
systems and estimates of costs associated with Y2K compliance efforts.  The 
Company cautions investors that numerous factors could cause actual results 
to differ materially from those reflected in such forward-looking 
statements including, but not limited to, the following: unanticipated 
problems with IT systems that vendors have represented as Y2K compliant, 
unanticipated customer or distributor resistance to INCON plans for 
addressing Y2K issues on the Model TS-1001/2001 ATGs, or unanticipated 
problems in the field with installed INCON products believed to be Y2K 
compliant.


                                   PART II

ITEM 1.  LEGAL PROCEEDINGS

On April 21, 1999 the Company received notice of the filing of an action 
entitled Omega Environmental, Inc. v. INCON International, Inc. in United 
States Bankruptcy Court for the Western District of Washington.  The action 
was brought by Omega Environmental, Inc. for avoidance and recovery of 
approximately $60,000 in alleged preferential transfers under 11 U.S.C. 
Sections 547 and 550.  The Company is currently evaluating the validity of 
this claim.

ITEM 5.  OTHER INFORMATION

During the first quarter 1999 the Company fully released System Sentinel 
Software, Version 1.0.  This software product allows operators of multiple 
petroleum distribution facilities to remotely poll fuel inventory levels 
and monitor tanks for leaks from one or more centrally located computers. 

An ISO 9001 quality review was completed in March 1999, and NTS (National 
Testing Service), an outside auditing organization, recommended the 
Company be certified for ISO 9001.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

An index of the exhibits filed with this report appears beginning at page 
E-1 below, and is incorporated herein by reference.  No reports on Form 8-K 
were filed during the prior fiscal quarter.


                                 SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused 
this report to be signed on its behalf by the undersigned, thereunto duly 
authorized.


                                       INTELLIGENT CONTROLS, INC.
                                       By:  /s/ Andrew B. Clement
                                            ---------------------
                                            Andrew B. Clement, Controller
                                            (on behalf of the Company and as
Date:  May 11, 1999                         principal financial officer)


                              Index to Exhibits

Exhibit No.    Description
-----------    -----------

    27         Financial Data Schedule


                      REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
INTELLIGENT CONTROLS, INC.

We have reviewed the accompanying balance sheet of Intelligent Controls, 
Inc. as of March 27, 1999, and the related statements of income and cash 
flows for the three month periods ended March 27, 1999 and March 28, 1998. 
These financial statements are the responsibility of the Company's 
management.

We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical procedures 
to financial data and making inquiries of persons responsible for financial 
and accounting matters.  It is substantially less in scope than an audit 
conducted in accordance with generally accepted auditing standards, the 
objective of which is the expression of an opinion regarding the financial 
statements taken as a whole.  Accordingly, we do not express such an 
opinion.  We previously audited and expressed an unqualified opinion on the 
Company's consolidated financial statements for the year ended December 26, 
1998 (not presented herein).  In our opinion, the information set forth in 
the accompanying balance sheet as of December 26, 1998 is fairly stated in 
all material respects, in relation to the statement of financial position 
from which it has been derived.

Based on our review, we are not aware of any material modifications that 
should be made to the accompanying financial statements for them to be in 
conformity with generally accepted accounting principles.


/s  PricewaterhouseCoopers     L.L.P.
-------------------------------------

Portland, Maine
April 8, 1999


                         INTELLIGENT CONTROLS, INC.
                               BALANCE SHEETS

                                   ASSETS
                                  -------

<TABLE>
<CAPTION>

                                                  (unaudited)
                                                    March 27     December 26
                                                      1999          1998

<S>                                               <C>            <C>
Current assets:
  Cash and cash equivalents                       $ 4,520,264    $ 4,202,084
  Accounts receivable, net of allowance of
   $215,000 in 1999 and $170,000 in 1998            2,791,487      3,253,477
  Inventories (Note 4)                              1,570,395      1,320,913
  Prepaid expenses and other                          131,392        127,425
  Deferred income taxes                               343,520        343,520
                                                  --------------------------

      Total current assets                          9,357,058      9,247,419

Property and equipment, net (Note 3)                  873,537        889,748

Other assets                                           32,513         31,611
                                                  --------------------------

                                                  $10,263,108    $10,168,778
                                                  ==========================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

Current liabilities:
  Income taxes payable                            $   221,117    $   299,269
  Accounts payable                                    889,247      1,007,400
  Accrued expenses                                  1,043,607      1,144,682
Current portion of long-term debt                     194,000        194,000
                                                  --------------------------

      Total current liabilities                     2,347,971      2,645,351

Long-term debt, net of current portion                100,061        140,279

Deferred taxes                                         76,740         76,740

Stockholders' equity:
  Common stock, no par value; 8,000,000 shares
   authorized; 5,061,123 issued in 1999
   and 5,060,760 in 1998                            7,585,534      7,585,080
  Retained earnings                                 1,644,253      1,139,196
  Receivable from stockholder                      (1,395,082)    (1,376,728)
  Treasury stock, 136,951 shares in 1999 and
   115,951 shares in 1998                             (96,369)       (41,140)
                                                  --------------------------
                                                    7,738,336      7,306,408
                                                  --------------------------

                                                  $10,263,108    $10,168,778
                                                  ==========================
</TABLE>

    The accompanying notes are an integral part of the financial statements


                         INTELLIGENT CONTROLS, INC.
                            STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                               Three Months Ended
                                           (unaudited)    (unaudited)
                                             March 27       March 28
                                               1999           1998

<S>                                        <C>            <C>
Net sales                                  $4,409,063     $3,537,314

Cost of sales                               1,947,442      1,992,464
                                           -------------------------
                                            2,461,621      1,544,850

Operating expenses:
  Selling, general and administrative       1,391,160      1,191,186
  Research and development                    266,801        245,161
                                           -------------------------
                                            1,657,961      1,436,347
                                           -------------------------

Operating income                              803,660        108,503

Other income (expense):
  Interest income (expense)                    65,109        (17,024)
  Other expense                               (26,712)       (29,857)
                                           -------------------------
                                               38,397        (46,881)
                                           -------------------------

Income before income tax expense              842,057         61,622

Income tax expense                            337,000         24,650
                                           -------------------------

Net income                                 $  505,057     $   36,972
                                           =========================

Net income per share basic and diluted:    $      .10     $      .01
                                           =========================

Weighted average number of 
 Common shares outstanding                  4,928,637      3,289,336
                                           =========================

Weighted average common and
 Common equivalent shares outstanding       4,964,192      3,423,531
                                           =========================
</TABLE>

    The accompanying notes are an integral part of the financial statements


                         INTELLIGENT CONTROLS, INC.
                          STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                      (unaudited)    (unaudited)
                                                        March 27       March 28
                                                          1999           1998

<S>                                                   <C>             <C>
Cash flows from operating activities:
  Net income                                          $  505,057      $  36,972
  Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
  Depreciation and amortization                           61,108         64,212
  Loss on disposal of property, plant & equipment            398              -
Changes in assets and liabilities:
  Accounts receivable                                    461,990       (680,707)
  Inventories                                           (249,482)       248,496
  Prepaid expenses and other current assets               (3,967)        33,072
  Income taxes payable                                   (78,152)             -
  Income taxes receivable                                      -         24,650
  Accounts payable and accrued expenses                 (219,228)      (124,776)
  Other assets                                              (902)          (784)
                                                      -------------------------
  Net cash provided (used) by operating activities       476,822       (398,865)

Cash flows from investing activities:
  Purchases of equipment and leasehold
   improvements, net                                     (45,295)       (54,495)
                                                      -------------------------
  Net cash (used) by investing activities                (45,295)       (54,495)

Cash flows from financing activities:
  Increase in non-interest bearing overdraft                   -        302,093
  Net borrowings on note payable - bank                        -        170,143
  Repayment of long-term debt                            (40,218)       (48,398)
  Issuance of common stock                                   454         65,360
  Acquisition of treasury stock                          (55,229)       (12,500)
  Increase in receivable from stockholder                (18,354)       (23,338)
                                                      -------------------------

  Net cash (used) provided by financing activities      (113,347)       453,360
                                                      -------------------------

Net increase in cash and cash equivalents                318,180              0

Cash and cash equivalents at beginning of year         4,202,084            300
                                                      -------------------------

Cash and cash equivalents at end of period            $4,520,264      $     300
                                                      =========================

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                          $    6,226      $  29,857
                                                      =========================
    Income taxes                                      $  415,152      $       -
                                                      =========================
</TABLE>

The accompanying notes are an integral part of the financial statements 


INTELLIGENT CONTROLS, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)


1.    General
      -------

      The financial statements included herein have been prepared by the
      Company, without audit, pursuant to the rules and regulations of the
      Securities and Exchange Commission.  Certain information and footnote
      disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such rules and regulations, although
      the Company believes that the disclosures are adequate to make the
      information presented not to be misleading.  In the opinion of
      management, the amounts shown reflect all adjustments necessary to
      present fairly the financial position and results of operations for
      the periods presented.  All such adjustments are of a normal recurring
      nature.  The year-end balance sheet was derived from audited financial
      statements, but does not include all disclosures required by generally
      accepted accounting principles.

      It is suggested that the financial statements be read in conjunction 
      with the financial statements and notes thereto included in the 
      Company's 10-KSB for the fiscal year ended December 26, 1998.

2.    Earnings Per Common Share
      -------------------------

      Basic earnings per share of common stock have been determined by 
      dividing net earnings by the weighted average number of shares of 
      common stock outstanding during the periods presented.  Diluted 
      earnings per share reflect the potential dilution that would occur if 
      existing stock options were exercised.  Following is a reconciliation 
      of the dual presentations of earnings per share for the periods 
      presented.

<TABLE>
<CAPTION>

                                   Net Income     Common Shares    Earnings
                                   (Numerator)    (Denominator)    Per Share
                                   -----------    -------------    ---------
      March 27, 1999
      --------------

      <S>                           <C>             <C>            <C>
      Basic earnings per share      $505,057        4,928,637      $0.10
                                                                   =====
      Dilutive potential shares            -           35,555
                                    -------------------------
      Diluted earnings per share    $505,057        4,964,192      $0.10
                                    ====================================

<CAPTION>
      March 28, 1998
      --------------

      <S>                           <C>             <C>            <C>
      Basic earnings per share      $ 36,972        3,289,336      $0.01
                                                                   =====
      Dilutive potential shares            -          134,195
                                    -------------------------
      Diluted earnings per share    $ 36,972        3,423,531      $0.01
                                    ====================================
</TABLE>

3.    Property, Plant, and Equipment
      ------------------------------

      Property, plant, and equipment, at cost,

<TABLE>
<CAPTION>

                                                      (Unaudited)
                                                      March 27      December 26
                                                        1999            1998

      <S>                                             <C>           <C>
      Leasehold improvements                          $  154,344    $  109,512
      Equipment                                        1,248,423     1,217,932
      Computer software                                  169,176       169,176
      Furniture and fixtures                             178,659       102,874
      Construction in progress                                 0       105,813
                                                      ------------------------
                                                       1,750,602     1,705,307

      Less accumulated depreciation and amortization     877,065       815,559
                                                      ------------------------
                                                      $  873,537    $  889,748
                                                      ========================
</TABLE>

4.    Inventories consisted of the following at March 27, 1999 and December 
      26, 1998.

<TABLE>
<CAPTION>

                               (Unaudited)
                                March 27      December 26
                                  1999            1998

      <S>                      <C>            <C>
      Raw Material             $  989,573     $  960,552
      Work in Progress            302,039        167,512
      Finished Goods              273,782        187,849
      Other                         5,000          5,000
                               -------------------------
                               $1,570,395     $1,320,913
                               =========================
</TABLE>

5.    Legal Proceedings
      -----------------

      On April 21, 1999 the Company received notice of the filing of an 
      action entitled Omega Environmental, Inc. v. INCON International, Inc. 
      in United States Bankruptcy Court for the Western District of 
      Washington.  The action was brought by Omega Environmental, Inc. for 
      avoidance and recovery of approximately $60,000 of alleged preferential
      transfers under 11 U.S.C. Sections 547 and 550.  The Company is currently
      evaluating the validity of this claim, therefore nothing has been accrued
      at this time.