SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                              FORM 10-Q

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

          For the quarterly period ended January 31, 1999

                 Commission File No. 33-31720-NY


                      PROCESS EQUIPMENT, INC. 
       (Exact name of registrant as specified in its charter)

 Nevada    	                            62-1407522
(State or other jurisdiction of	       (I.R.S. Employer
 incorporation or organization)		       Identification No.)

                      26569 Corporate Ave.
                   Hayward, California  94545
             (Address of principal executive offices)

         Registrant's telephone number, including area code:
                           (510) 782-5122


Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:  

Common Stock, $.001 par value
(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. YES X    NO     

Indicate the number of shares of the issuer's classes of common stock, as of 
the latest practicable date.

Class					                           Outstanding as of
                                     January 31, 1999

Common Stock, $.001 par value			            3,644,800. 

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PART I	FINANCIAL INFORMATION

ITEM #1.   FINANCIAL STATEMENTS	

INDEX TO FINANCIAL STATEMENTS

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS                           Page

Consolidated Balance Sheets
at January 31, 1999 and April 30, 1998....................... 3

Consolidated Statements of Operations
for the Three Months Ended January 31, 1999 
and January 31, 1998......................................... 4

Consolidated Statements of Operations
for the Nine Months Ended January 31, 1999 
and January 31, 1998......................................... 5

Consolidated Statements of Cash Flow
for the Nine Months Ended January 31, 1999....................6

Consolidated Statements of Stockholders' Equity
for the Nine Months Ended January 31, 1999....................7

Notes to Consolidated Financial Statements.................8-10

ITEM #2 MANAGEMENT'S DISCUSSION AND ANALYSIS  

Results of Operations........................................11

Liquidity and Capital Resources..............................12

ITEM #3 SIGNATURES...........................................13

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                       	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                           	CONSOLIDATED BALANCE SHEETS
                       	January 31, 1999 and  April 30, 1998
                                     (Unaudited)

                            	Assets
                                       January 31,     April 30,
                                             1999          1998
Current Assets
    Cash                                 $ 387,617    $  98,996        
    Accounts Receivable -Trade
   (less $10,000 Reserve for Bad Debts     268,571      543,477        
    Inventory (Note 1)                     515,335      423,480        
    Prepaid Expenses                         7,530        4,470        
    Vendor Deposits (Note 2)                     0        1,682     
                                         
Total Current Assets                     1,179,053    1,072,105      

Property, Plant and Equipment
(Notes 1 and 3)                             64,136       62,440       
Non-Current Assets: 
Deferred Tax Asset                          83,602      144,500       

Total Assets	 	                          1,326,791    1,279,045   
	
	Liabilities and Stockholders' Equity

Current Liabilities
Notes and Lease payable - current
portion (Notes 5 and 6)			                $  6,049       23,540 
Accounts Payable and Accrued               195,427      252,675
Expenses                                     
Customer Deposits (Note 1)                  14,371       15,533        
   Total Current Liabilities               215,847      291,748

Long Term Liabilities
Notes and Leases payable                         0        3,913
    (Notes 5 and 6)                             

Total Liabilities                          215,847      295,661

Stockholders' Equity
Common Stock, par value $.001;
25,000,000 shares authorized 
3,644,800 issued and outstanding             3,645        3,645
Additional Paid in Capital               1,249,412    1,249,412
Accumulated Deficit                      ( 131,185)    (269,673) 
          Total Equity                   1,121,873      983,384
Total Liabilities and 
Stockholders' Equity                   $ 1,337,719  $ 1,279,045     

	See Accompanying Footnotes

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                     	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	                     CONSOLIDATED STATEMENTS OF OPERATIONS
	                  For the Three Months Ended January 31, 1999 
                            and January 31, 1998
                                   (Unaudited)

                                              January 31,       January 31,
                                                    1999             	1998

Total Revenues: Sales	                 	         575,226           663,773	   
Cost of Goods Sold	                              370,096           463,529   
Gross Profit					                                205,131           200,244  

Selling, General and Administrative
Expenses					 	                                  149,893           157,665      
Income (Loss) from	Operations	                    55,538            42,579    

Other Income and (Expense)
Other Income Interest                              4,170                25     
Interest Expense				                                 (87)             (962)
Gain (Loss) on Asset Disposal		                        0               (83)    

Income (Loss) Before			  
Income Taxes                                      59,621            41,675     
Provision for Income Taxes
Current                                           (3,910)             (800)
Deferred Tax Provision                           (18,839)          (14,586)
    
Net Income              	                       $ 36,746          $ 26,289
 

Net Income Per Share                            $  .0101          $  .0072

See Accompanying Footnotes

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                       	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	                       CONSOLIDATED STATEMENTS OF OPERATIONS
	                     For the Nine Months Ended January 31, 1999 
                                and January 31, 1998
                                     (Unaudited)

                                                     January 31,	  January 31,
                                                           1999		        1998

Total Revenues: Sales                               $ 2,122,237    $2,038,173

Cost of Goods Sold			                                 1,480,891     1,395,493	  
Gross Profit					                                       641,347       642,680

Selling, General and Administrative
Expenses						                                          433,648       432,930  

Income from Operations	                                 207,698       209,750
Other Income and (Expense)
Other Income                                              5,040            23 
Interest Expense				                                     (1,386)       (3,876)
Gain (Loss) on Asset Disposal		                           3,102        (7,650)  

Income Before Income Taxes                              214,454       197,400  
Provision for Income Taxes
Current                                                 (15,073)         (800)
Deferred Tax Provision                                  (60,898)      (72,992)
    
   
Net Income      				                                  $ 138,483     $  124,408

Net Income Per Share		                                $   .0379     $    .0341

	See Accompanying Footnotes

<PAGE 5>

                  	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	                   CONSOLIDATED STATEMENTS OF CASH FLOW
	                For the Nine Months Ended January 31, 1999
                                   (Unaudited)

                                                                 January 31,
                                                                       1999
Cash Flow from Operational Activities:                                   
Net Income (Loss)                                                $  138,483
Adjustments to Reconcile
Net Income to Net Cash Used			    	
for Operating Activities:
Depreciation and Amortization                                        10,158 
                                                                    148,641 

Changes in Assets and Liabilities:
Decrease in Accounts Receivable		                                   274,906
Increase in Inventory		                                             (91,855) 
Increase in Prepaid Expenses                                         (3,060)
Decrease in Deferred Tax Asset                                       60,898  	
Increase in Actual Tax                                              (15,073)
Increase in Vendor Deposits                                           1,682
Decrease in Notes Payable                                            (17,491)   
Decrease in Accounts Payable and Accrued Expenses                   (57,248)
Increase in Customer Deposits                                         1,162

Net Cash Flow from Operational Activities                           282,246 

Cash Flows from Investing Activities:
Increase in Fixed Assets                                             13,978     
Increase from Sale of Asset                                           3,102
Increase from Interest Income                                         4,501 
Cash Flows from Financing Activities:
   Principal Payments on Notes and Leases Payable                         0 

Net Increase in Cash					                                           288,621

Cash - Beginning                                                  $  98,996

Cash - Ending                                                     $ 387,617

	See and Accompanying Footnotes

<PAGE 6>

                     	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	                  For the Nine Months Ended January 31, 1999
                                  (Unaudited)

                                             Additional       Retained  	     
                           Common Stock        Paid In	       Earnings
                        Shares     Amount       Capital       (Deficit)

Balance April 30, 1998 3,644,800   $ 3,645	   $1,249,412      $(269,677)

Net Income                                                      138,483  

Balance
    January 31, 1999   3,644,800   $ 3,645	   $1,249,412      $(131,185)

	See Accompanying Footnotes


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                    	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	              For the Nine Months Ended January 31, 1999 (Unaudited)

Note 1 - Summary of Significant Accounting Policies

Business and Organization
Process Equipment, Inc. (formerly PEI, Inc. and Sharon Capital Corporation) 
was organized under the laws of the State of Nevada on September 1, 1989.  
Process Engineers, Inc. was incorporated October 13, 1966 in the State of 
California.  The principal business of the Company is the sales, service and 
manufacturing of equipment for the wine, food and bio-technology industry.  
Process Engineers, Inc. is a wholly owned subsidiary of Process Equipment, Inc.

Basis of Presentation
The accompanying unaudited consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X. In the opinion of management, all adjustments 
(consisting of normal recurring accruals) considered necessary for fair 
presentation have been included. Operating results for the nine month period 
ended January 31, 1999 are not necessarily indicative of the results that may
be expected for the year ending April 30, 1999. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended April 30, 1998.

Fixed Assets
Fixed Assets are stated at cost and depreciated over their estimated allowable 
useful lives (5 to 31.5 years), utilizing both the straight-line and declining 
balance methods.  Expenditures for major renewals and betterment's that extend 
the useful lives of fixed assets are capitalized.  Expenditures for maintenance 
and ordinary repairs are charged to expense as incurred.

Inventory
Inventory is stated at the lower of cost or market determined on the First-in, 
First-out basis.

Income Taxes
The Company has elected to be taxed under Subchapter C of the Internal 
Revenue Code.  For income tax purposes, depreciation is computed using the 
accelerated cost recovery method and the modified accelerated cost recovery 
system.  The Company has federal net operating loss carry forwards, of
approximately $ 83,602 which expire in the year 2008.

Under FASB 109, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the 
Financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Application of FASB 109 requires an allowance 
be recognized if there is a question as to the company's ability to use any
or all of the future tax loss benefits.  For presentation of the current 
comparative financial statement it has been deemed appropriate to fully 
recognize this benefit for each year presented.

<PAGE 8>

                      	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	               For the Nine Months Ended January 31, 1999 (Unaudited)

Principles of Consolidation
The consolidated financial statements include the accounts of the Company 
and it's subsidiary.  The consolidation was treated as a reverse acquisition.  

Earnings Per Share
Primary earnings per common share are computed by dividing the net income 
by the weighted average number of shares of common stock and common stock 
equivalents outstanding during the three months ended January 31, 1999 and 
January 31, 1998.

Customer Deposits
The Company collects deposits from various customers for custom designed 
equipment and for certain large orders. The deposits are collected while 
the equipment is being designed and manufactured and are shown as a 
liability when collected. These funds become revenues when the equipment 
is completed and shipped to the customer.

Note 2 - Vendor Deposits

The Company has, from time to time, funds deposited with foreign and/or 
domestic vendors as pre-payments for purchased equipment.

Note 3 - Property, Plant and Equipment

Transportation Equipment				              $ 55,592
Office Equipment				                     	 104,592
Shop Equipment						                        37,237
Leasehold Improvement				                   36,404

Total                              							$233,825
Less:  Accumulated Depreciation		          174,359

                                          $ 59,466
<PAGE 9>

             	PROCESS EQUIPMENT, INC. AND SUBSIDIARY
	           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	           For the Nine Months Ended January 31, 1998 (Unaudited)

Operating Lease
The Company conducts its operations from facilities that are leased under a 
five year lease ending Septmeber, 2003. The lease calls for monthly rent 
payments commencing September, 1998 of $5,509.67 per month plus common area 
maintenance charges which includes a pro-rata share of real property taxes.  
 
Rent expense amounted to $59,299 and $51,245 for the nine months ended 
January 31, 1999 and January 31, 1998 respectively.

Future Minimum Lease Payments
Future minimum lease payments for capital and operating leases at 
January 31, 1999 are:

Years Ending				             Operating
April 31					                 Lease 		
1999                          16,595   
2000                          66,116
2001                          66,116
2002                          66,116
2003                          66,116
2004                          22,039


Total Minimum Payments       303,098     			


Note 6 - Notes and Leases Payable

Notes Payable (Truck purchase of 
11/29/97 24 months @ 1.9% per annum)			 $  6,049
	

Total Liabilities			           			         6,049
Current Portion					                       6,049  

Long term Liabilities					              $      0

<PAGE 10>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS   

Results of Operations

Three Months Ended January 31, 1999 Compared to Three Months Ended 
January 31, 1998

Total sales of the Company for the three months ended January 31, 1999 
decreased by $88,547 from sales for the three month period ended 
January 31, 1998.
Cost of goods sold decreased by $ 93,433 and the gross profit increased by 
$ 4,887 for the three month period ended January 31, 1999 as compared to 
the three month period ended January 31, 1998. Gross profit margin for the 
three month period ended January 31, 1999 was 35.6%. This result represents 
a significant increase from the company's prior year quarterly period margin 
of 30.2%.  
General and administrative expenses decreased by $7,772 for the three month 
period ended January 31, 1999 as compared to the three month period ended 
January 31, 1998. This decrease was due in large part to decreases in 
employee headcount. 
Despite the decrease in revenues for the three month period, the Company 
realized a net profit of $ 36,745 for the fiscal quarter ended January 31, 1999 
compared with a net profit of $26,289 for the three months ended January 31, 
1998.  Net after tax income, however, increased by $ 14,075.

Nine Months Ended January 31, 1999 Compared to Nine Months Ended 
January 31, 1998

Total sales of the Company for the nine months ended January 31, 1999 
increased by $ 84,064 from sales for the nine month period ended January 31, 
1998. 
Cost of goods sold increased by $ 85,398 and gross profit decreased by $1,333 
for the nine month period ended January 31, 1999 as compared to the nine month 
period ended January 31, 1998. Gross profit margin for the latest nine month 
period was 30.2%. The current period margin is slightly higher than the 
company's historic aggregate margins of 27% to 30%.
General and administrative expenses increased by $718 for the nine month 
period ended January 31, 1999 as compared to the nine month period ended 
January 31, 1998. 
The decrease in sales revenue resulted in the Company realizing a net income 
from operations of $207,698 for the nine months ended January 31, 1999 as 
compared to an net income of $209,750 for the nine months ended January 31, 
1998.

<PAGE 11>

Liquidity and Capital Resources

The Company has in recent years financed its operations primarily with 
operating revenues and loans from various lenders, some of whom are 
affiliates, and from the proceeds of exercises in 1993 of Warrants to 
purchase its Common Stock.  
The Company anticipates that revenues from its operations will be sufficient 
to satisfy the Company's cash requirements for operations during the next 12 
months, except to the extent that increasing orders and sales may require 
temporary borrowings to finance such expansion and related costs of employee 
compensation and inventory build-up. No assurance can be given, however, that 
additional debt or equity financing will not be required or will be available 
if required.	

<PAGE 12>

SIGNATURES

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


PROCESS EQUIPMENT, INC.



By:_________________________
   George Cortessis
   Secretary



Date: March 17, 1999 

<PAGE 13>