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 September 25, 1999

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

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
October 31, 1999.

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


                                   PART I

ITEM 1.  FINANCIAL STATEMENTS

Unaudited financial statements of the Intelligent Controls, Inc. (the
"Company" or "INCON") appear after the signature page hereto, and are
incorporated herein 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 Nine Months Ended September 25, 1999:

For the nine months ended September 25, 1999, sales decreased 10% to
$10,225,390 compared to sales in the first nine months of 1998 of
$11,371,108.

Sales of fuel management systems (FMS) decreased 13% to $9,041,159 for the
first nine months of 1999, as compared to the same period in 1998. The
decrease is primarily caused by a slowdown in FMS distributor sales.  As
previously reported, the robust business of the second half of 1998 came
from strong new construction activity, a successful new product (the
1001/2001 automatic tank gauge), and increased demand from customers seeking
to install automatic leak detection systems to meet the EPA-mandated
December 22, 1998 compliance deadline. 1999 FMS product sales have slowed to
a level more in line with Company experience in 1997.

Sales of power utility/predictive maintenance products increased 19% to
$1,184,232 for the first nine months of 1999, as compared to the first nine
months of 1998.  A significant portion of the shipments in the first half of
1999 was from year-end 1998 backlog.  The Company received a large new order
for PdM/Power instruments at the end of the third quarter 1999 that has
scheduled shipments over the next year.

Gross margins improved to 53% in the first nine months of 1999, as compared
to 49% for the same period in 1998. The improvement in gross margin was
primarily attributable to raw material purchase price reductions, gains in
manufacturing efficiency, and a favorable product mix. Margins for the first
half of 1998 were adversely affected by a $592,000 shipment to Chinese
Petroleum, at reduced margin; even without the effect of the Chinese
Petroleum shipment, gross margins showed significant improvement.

Operating expenses decreased 6.3 % overall in the first nine months of 1999,
compared to the same period in 1998. This decrease resulted from reduced
legal costs in 1999 compared to 1998 when the Company was forced to defend
itself in two separate lawsuits. The Company continues to invest in Sales
and Marketing, as well as the development of new products.

Net earnings increased from $45,089 in the first nine months of 1998, to
$802,884 in the first nine months of 1999.  1998 earnings where affected by
a second quarter $747,660 pretax charge to earnings for two legal
settlements.   The other key operational reasons for the increase in
profitability for 1999 were stronger gross margins and moderated spending in
SG & A to correspond with slowing sales. As the result of a strong cash
balance and reduced debt as compared to 1998, the Company earned significant
interest income and had very small interest expense.  The combined effect of
these working capital changes to net interest created an increase to pretax
income of $232,588.

Liquidity and Capital Resources at September 25, 1999:

As of September 25, 1999 the Company had $4.81 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 for at least the next 12 months.

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 Company completed all verification and validation tests on all
identified mission-critical systems.  There were no mission-critical systems
that did not prove to be Y2K compliant.  The Company has determined that the
possibility of business interruptions caused by Y2K issues is unlikely and
therefore contingency plans have not been developed to replace specific day-
to-day activities.

In 1998 the Company spent approximately $50,000 upgrading all major IT
systems including accounting, manufacturing, and sales processing software
and hardware.  Although helpful to the Y2K compliance effort, these upgrades
were made in the normal course of business to replace outmoded systems.

The total cost specifically attributable to the Company's Y2K compliance
efforts through September 25, 1999 is estimated at $25,000.  The aggregate
projected costs for 1999 (including costs incurred in the first nine months)
are $30,000.

This discussion of Y2K issues contains forward-looking statements, as
defined in Section 21E of the Securities Exchange Act of 1934.  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 of payments that Omega had made to the Company for
INCON products, as alleged preferential transfers. The Company is contesting
the validity of this claim.

Q&E LLC (a convenience store/retail petroleum operator) has filed suit
against the Company and PEMCO Service Company, Inc. for damages allegedly
arising in connection with a gasoline spill.  The damages claimed are
$1,000,000.  The Company's insurance carrier has assumed defense of the
claim, and is proceeding with the needed legal actions.


ITEM 5.  OTHER INFORMATION

As previously reported, the Company's board of directors has authorized
INCON to repurchase shares of its common stock in the open market and
through privately negotiated transactions.  The board recently increased the
total authorized purchases to $600,000.  To date, the Company has
repurchased 156,812 shares at a cost of approximately $436,000.  Unless
further extended or reinstated by the board, the repurchase program is
scheduled to terminate as of December 31, 1999.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

An index of the exhibits filed with this report appears 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.
Date: November 10, 1999                  By:  /s/ Andrew B. Clement
                                              ---------------------
                                                  Andrew B. Clement,
                                                  Controller
                                                  (on behalf of the Company
                                                  and as principal financial
                                                  officer)


                      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 September 25, 1999, and the related statements of income for each
of the three-month and nine-month periods ended September 25, 1999 and
September 26, 1998 and the statement of cash flows for the nine-month
periods ended September 25, 1999 and September 26, 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.

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

We previously audited in accordance with generally accepted auditing
standards, the balance sheet as of December 26, 1998, and the related
statement of income, and of cash flows for the year then ended (not
presented herein), and in our report dated February 5, 1999 we expressed an
unqualified opinion on those financial statements.  In our opinion, the
information set forth in the accompanying condensed balance sheet as of
September 25, 1999, is fairly stated in all material respects in relation to
the balance sheet from which it has been derived.

/s/  PricewaterhouseCoopers LLP

Portland, Maine
October 14, 1999


                         INTELLIGENT CONTROLS, INC.
                               BALANCE SHEETS
<TABLE>
<CAPTION>
                                   ASSETS
                                   ------

                                                      (unaudited)
                                               September 25      December 26
                                                  1999              1998

Current assets:

<S>                                            <C>              <C>
  Cash and cash equivalents                    $ 4,810,558      $ 4,202,084
  Accounts receivable, net of allowance
   of $216,000 in 1999 and $170,000 in 1998      1,605,439        3,253,477
  Inventories (Note 4)                           1,346,300        1,320,913
  Prepaid expenses and other                       112,416          127,425
  Deferred income taxes                            343,520          343,520
                                               ----------------------------
      Total current assets                       8,218,233        9,247,419

Property and equipment, net (Note 3)               801,910          889,748

Other assets                                        34,870           31,611
                                               ----------------------------

                                               $ 9,055,013      $10,168,778
                                               ============================
<CAPTION>
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

Current liabilities:
  Income taxes payable                         $    18,998      $   299,269
  Accounts payable                                 530,647        1,007,400
  Accrued expenses                                 542,034        1,144,682
  Current portion of long-term debt                160,872          194,000
                                               ----------------------------

      Total current liabilities                  1,252,551        2,645,351

Long-term debt, net of current portion              52,753          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                              1,942,080        1,139,196
  Receivable from stockholder                   (1,442,504)      (1,376,728)
  Treasury stock, 242,617 shares in 1999
   and 115,951 shares in 1998                     (412,141)         (41,140)
                                               ----------------------------
                                                 7,672,968        7,306,408
                                               ----------------------------
                                               $ 9,055,013      $10,168,778
                                               ============================
</TABLE>

The accompanying notes are an integral part of the financial statements


                         INTELLIGENT CONTROLS, INC.
                      STATEMENTS OF INCOME (unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended              Nine Months Ended

                                                      September 25    September 26    September 25    September 26
                                                          1999            1998            1999            1998

<S>                                                   <C>             <C>             <C>             <C>
Net sales                                             $ 2,583,901     $ 4,451,620     $10,225,390     $11,371,108

Cost of sales                                           1,273,252       2,067,782       4,787,279       5,775,590
                                                      -----------------------------------------------------------
                                                        1,310,649       2,383,838       5,438,111       5,595,518

Operating expenses:
  Selling, general and administrative                     891,096       1,423,595       3,386,851       3,823,402
  Research and development                                324,457         242,628         857,214         704,857
  Legal settlement charges                                      -                               -         747,660
                                                      -----------------------------------------------------------
                                                        1,215,553       1,666,223       4,244,065       5,275,919

Operating income                                           95,096         717,615       1,194,046         319,599

Other income (expense):
  Interest income (expense)                                81,526          30,324         225,536          (7,052)
  Other expense                                           (31,647)        (21,100)        (81,598)        (46,407)
                                                      -----------------------------------------------------------
                                                           49,879           9,224         143,938         (53,459)

Income before income tax expense                          144,975         726,839       1,337,984         266,140

Income tax expense                                         57,000         292,469         535,100        (221,051)
                                                      -----------------------------------------------------------

Net income                                            $    87,975     $   434,370     $   802,884     $    45,089
                                                      ===========================================================

Net income per share basic:                           $       .02     $      0.09     $       .16     $      0.01
Net income per share diluted:                         $       .02     $      0.09     $       .16     $      0.01
Weighted average number of
 Common shares outstanding                              4,904,397       4,949,171       4,887,513       4,206,642

Weighted average common and
 Common equivalent shares outstanding                   4,939,520       4,965,181       4,930,385       4,251,785
</TABLE>

The accompanying notes are an integral part of the financial statements


                         INTELLIGENT CONTROLS, INC.
                    STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                      September 25    September 26
                                                          1999            1998

<S>                                                   <C>              <C>
Cash flows from operating activities:
  Net income                                          $   802,884      $  45,089
  Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
    Depreciation and amortization                         222,898        194,868
     Changes in assets and liabilities:
       Accounts receivable                              1,648,038       (712,198)
         Inventories                                      (25,387)       265,407
         Prepaid expenses and other current assets         15,009        105,040
         Income taxes payable                            (280,271)        93,752
         Income taxes receivable                                -        119,099
         Accounts payable and accrued expenses         (1,079,401)       884,164
         Other assets                                      (3,259)        (3,141)
                                                      --------------------------
  Net cash provided by operating activities             1,300,511        992,080

Cash flows from investing activities:
  Purchases of equipment and leasehold
   improvements, net                                     (135,060)      (166,549)
  Net cash (used) by investing activities                (135,060)      (166,549)

Cash flows from financing activities:
  Decrease in non-interest bearing overdraft                    -        (67,259)
  Repayment of note payable                                     -       (754,366)
  Repayment of long-term debt                            (120,654)      (192,604)
  Issuance of common stock                                    454      3,956,739
  Acquisition of treasury stock                          (371,001)       (23,527)
  Increase in receivable from stockholder                 (65,776)             -
                                                      --------------------------

  Net cash (used) provided by financing activities       (556,977)     2,918,983
                                                      --------------------------

Net increase in cash and cash equivalents                 608,474      3,744,514

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

Cash and cash equivalents at end of period            $ 4,810,558     $3,744,814
                                                      ==========================

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                          $    16,705     $   61,532
                                                      ==========================
    Income taxes                                      $   916,000     $        -
                                                      ==========================
</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 Form 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
                                      ----------      -------------      ---------
Quarter Ended September 25, 1999
--------------------------------
<S>                                    <C>              <C>                <C>
Basic earnings per share               $ 87,975         4,904,397          $0.02
                                                                           =====
Dilutive potential shares                     -           35,123
                                       -------------------------
Diluted earnings per share             $ 87,975         4,939,520          $0.02
                                       =========================================
Nine Months Ended September 25, 1999
------------------------------------

Basic earnings per share               $802,884         4,887,513          $0.16
                                                                           =====
Dilutive potential shares                     -           42,871
                                       -------------------------
Diluted earnings per share             $802,884         4,930,385          $0.16
                                       =========================================

Quarter Ended September 26, 1998
--------------------------------

Basic earnings per share               $434,370         4,949,171           $.09
                                                                            =====
Dilutive potential shares                                  16,010
                                       --------------------------
Diluted earnings per share             $434,370         4,965,181           $.09
                                       =========================================

Nine Months Ended September 26, 1998
------------------------------------

Basic earnings per share               $ 45,089         4,206,642           $.01
                                                                            =====
Dilutive potential shares                                  45,143
                                       --------------------------
Diluted earnings per share             $ 45,089         4,251,785           $.01
                                       =========================================
</TABLE>


3.    Property and Equipment
      ----------------------

      Property and equipment, at cost:

<TABLE>
<CAPTION>
                                                  (Unaudited)
                                                   September 25     December 26
                                                     1999              1998

<S>                                               <C>                <C>
Leasehold improvements                            $  154,344         $  109,512
Equipment                                          1,299,787          1,217,932
Computer software                                    192,655            169,176
Furniture and fixtures                               179,909            102,874
Construction in progress                              13,672            105,813
                                                  -----------------------------
                                                   1,840,367          1,705,307

Less accumulated depreciation and amortization     1,038,457            815,559
                                                  -----------------------------
                                                  $  801,910         $  889,748
                                                  =============================
</TABLE>


4.    Inventories
      -----------

      Inventories consisted of the following:

<TABLE>
<CAPTION>

                      (Unaudited)
                     September 25      December 26
                         1999             1998

<S>                   <C>             <C>
Raw Material          $  751,003      $  960,552
Work in Progress         206,678         167,512
Finished Goods           383,619         187,849
Other                      5,000           5,000
                      --------------------------
                      $1,346,300      $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 payments that Omega had made to the Company for
INCON products, as alleged preferential transfers. The Company is contesting
the validity of this claim.

Q&E LLC (a convenience store/retail petroleum operator) has filed suit
against the Company and PEMCO Service Company, Inc. for damages allegedly
arising in connection with a petroleum spill.  The damages claimed are
$1,000,000.  The Company's insurance carrier has assumed defense of the
claim, and is in the process of evaluating the claim.


                              Index to Exhibits

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

27               Financial Data Schedule