FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                December 27, 1998

                                       or

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

               For the transition period from ________ to ________

                         Commission file number 1-12767

                               Chemfab Corporation
             (Exact name of registrant as specified in its charter)

                  Delaware                            03-0221503
          (State of Incorporation)         (I.R.S. Employer Identification No.)

         701 Daniel Webster Highway                   03054
          Merrimack, New Hampshire                  (Zip Code)
  (Address of principal executive offices)

     Registrant's telephone number, including area code: (603) 424-9000


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,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes X No _______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

As of January 29, 1999, the Company had 8,764,919 shares of Common Stock,
par value  $0.10 per share, outstanding.


<PAGE>


                               CHEMFAB CORPORATION

                                      INDEX


Part I.  Financial Information                                    Page No.

   Item 1.    Financial Statements

              Consolidated Balance Sheets at
              December 27, 1998 and June 30, 1998                     3

              Consolidated Statements of Income for the
              Three Months and Six Months Ended
              December 27, 1998 and December 28, 1997                 5

              Consolidated Statements of Cash Flows for the
              Six Months Ended December 27, 1998 and
              December 28, 1997                                       6

              Notes to Consolidated Financial Statements              7

   Item 2.    Management's Discussion and Analysis of 
              Financial Condition and Results of Operations           9


Part II.  Other Information

   Item 1.    Legal Proceedings                                      13

   Item 4.    Submission of Matters to a Vote of Security
              Holders                                                14

   Item 6.    Exhibits and Reports on Form 8-K                       14

              Signatures                                             15
<PAGE>

                          Part I. Financial Information


                               CHEMFAB CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                     (in thousands except par value amounts)

                                                   December 27,        June 30,
                                                       1998              1998
                                                   ------------      -----------
                                                   (Unaudited)

Current assets:
    Cash and cash equivalents                     $   2,664           $  11,099
    Receivables:
       Trade                                         22,845              20,946
       Other                                            104                  17
    Costs and estimated earnings in excess of
     billings on uncompleted contracts                2,925               1,373

    Inventories                                      28,325              17,403
    Prepaid expenses, and other current assets        1,484                 720
    Deferred tax assets                                 730                 730
                                                   --------            --------

       Total current assets                          59,077              52,288

Property, plant and equipment, at cost               58,988              50,260
    Less: accumulated depreciation                  (27,959)            (26,043)
                                                   --------            --------

    Property, plant and equipment, net               31,029              24,217

Goodwill, net                                        15,302               9,926
Other assets                                          2,600               2,673
                                                   --------            --------

    Total assets                                  $ 108,008      $       89,104
                                                   ========            ========

See accompanying notes to Consolidated Financial Statements.


<PAGE>


                               CHEMFAB CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                     (in thousands except par value amounts)

                                                  December 27,        June 30,
                                                      1998               1998
                                                  -----------        ----------
                                                   (Unaudited)
Current liabilities:
    Accounts payable and accrued
         expenses                                  $  19,061          $  12,307
    Short-term borrowings                              6,011                  -
    Accrued income taxes                               3,094              2,540
    Billings in excess of costs and
         estimated earnings on
         uncompleted contracts                           164                151
                                                    --------           --------

       Total current liabilities                      28,330             14,998
                                                    --------           --------

Deferred tax liabilities                               1,752              1,752

Shareholders' equity:
    Preferred stock, par value $.50:
       authorized - 1,000 shares,
       none issued                                         -                  -
    Common stock, par value $.10:
       authorized - 15,000 shares;
       issued 8,765 at December 27, 1998
       and 8,689 shares at June 30, 1998                 876                869
    Additional paid-in capital                        25,965             25,008
    Retained earnings                                 65,937             61,036
    Treasury stock, at cost
        (910  shares at December 27, 1998
         and 877 at June 30, 1998)                   (15,826)           (15,137)
    Foreign currency translation
         adjustment                                      974                578
                                                    --------           --------

    Total shareholders' equity                        77,926             72,354
                                                    --------           --------

      Total liabilities and shareholders' equity   $ 108,008          $  89,104
                                                    ========           ========


See accompanying notes to Consolidated Financial Statements.  


<PAGE>

                              CHEMFAB CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
                     (in thousands except per share data)

                              Three Months Ended           Six Months Ended
                            -----------------------   -------------------------
                             12/27/98     12/28/97       12/27/98     12/28/97

Net sales                  $   27,892   $   25,902     $   53,125   $   48,055
Cost of sales                  18,430       17,168         35,226       31,762
                            ---------    ---------      ---------    ---------

Gross profit                    9,462        8,734         17,899       16,293
Selling, general and
   administrative expenses      5,070        4,271          9,324        8,240
Research and development          796          763          1,656        1,422
Other expense (income)            (36)          32           (160)          48
Interest income, net              (25)         (78)          (128)        (160)
                            ---------    ---------      ---------    ---------

Income before income taxes      3,657        3,746          7,207        6,743
                                     

Provision for income taxes      1,149        1,197          2,306        2,156
                            ---------    ---------      ---------    ---------

Net income                 $    2,508   $    2,549     $    4,901   $    4,587
                            =========    =========      =========    =========

Earnings per share:
   - Basic                      $0.32        $0.32          $0.63        $0.58
   - Diluted                    $0.31        $0.31          $0.61        $0.56

Weighted average common share outstanding:
   - Basic                      7,839        7,926          7,828        7,947
   - Diluted                    8,087        8,251          8,096        8,263



See accompanying notes to Consolidated Financial Statements.



<PAGE>

<TABLE>

                               CHEMFAB CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<CAPTION>
                                                                       Six Months Ended
                                                                    Dec. 27,      Dec. 28,
Cash flows from operating activities:                                 1998          1997
                                                                  ----------    ----------
<S>                                                              <C>            <C>

   Net income                                                    $     4,901   $     4,587
    Adjustments to reconcile net income to net 
     cash provided by operations:
        Depreciation and amortization                                  2,731         2,370
         Change in working capital:
            Receivables                                               (1,276)       (2,204)
           Costs and estimated earnings in excess
           of billings on uncompleted contracts, net                  (1,539)          723
           Inventories                                                (9,938)       (1,527)
           Prepaid expenses and other                                   (527)         (233)
           Other assets                                                 (521)         (117)
           Accounts payable and accrued expenses                       5,349        (1,216)
           Income taxes                                                  545           368 
                                                                  ----------    ----------
              Total adjustments                                       (5,176)       (1,836)
                                                                  ----------    ----------
           Net cash (used in) provided by operating activities          (275)        2,751
 
   Cash flows from investing activities:
       Acquisition                                                    (6,237)            -
       Capital expenditures, (net)                                    (8,344)       (2,476)
                                                                  ----------    ----------
           Net cash used in investing activities                     (14,581)       (2,476)
  
   Cash flows from financing activities:
        Short-term borrowings                                          6,003             -
        Proceeds from exercise of stock options                          964         1,401
        Purchase of treasury shares                                     (689)       (4,104)
                                                                  ----------    ----------
           Net cash provided by (used in) financing activities         6,278        (2,703)
 
   Effect of exchange rate changes on cash                               143            23 
                                                                  ----------    ----------

   Net (decrease) increase in cash and cash equivalents               (8,435)       (2,405)

   Cash and cash equivalents at beginning of year                     11,099         8,055
                                                                  ----------    ----------
   Cash and cash equivalents at end of period                    $     2,664   $     5,650
                                                                  ==========    ==========

   Interest paid                                                 $        33   $         -
   Income taxes paid                                             $     1,844   $     1,611
   
<FN>
See accompanying notes to the Consolidated Financial Statements.
</FN>

</TABLE>

<PAGE>


                               CHEMFAB CORPORATION
                   Notes to Consolidated Financial Statements
                                December 27, 1998

Note 1 - Significant Accounting Policies:


         Principles of Consolidation:

         The  consolidated  financial  statements  of Chemfab  Corporation  (the
         Company) included in this report reflect all adjustments (consisting of
         only normally recurring  accruals) which, in the opinion of management,
         are necessary for a fair  presentation  of the  consolidated  financial
         position  at  December  27, 1998 and June 30,  1998,  the  consolidated
         statements of income for the three months and six months ended December
         27, 1998 and  December 28, 1997 and cash flows for the six months ended
         December  27, 1998 and  December 28,  1997.  The  unaudited  results of
         operations  for  the  interim  periods  reported  are  not  necessarily
         indicative of results to be expected for the year.

         Certain notes and other information have been condensed or omitted from
         these interim financial statements. The statements,  therefore,  should
         be read in conjunction with the consolidated  financial  statements and
         related notes included in the Chemfab Corporation Annual Report on Form
         10-K for the year ended June 30, 1998 (file no. 1-12767).

Note 2 - Inventories:

        Inventories consisted of the following:

                           Dec. 27, 1998    June 30, 1998
                           -------------    -------------
                                  (in thousands)

        Finished goods       $11,174         $  5,674
        Work in process        7,746            7,396
        Raw materials          9,405            4,333
                           ---------        ---------
                             $28,325          $17,403
                             =======          =======

Note 3 - Commitments and Contingencies:

         The Birdair,  Inc. (Birdair)  litigation described in Part 1, Item 3 in
         the fiscal 1998 Annual Report is still pending.  The Company  continues
         to  vigorously  deny  liability.  While the  litigation is in the early
         stages of  pretrial  discovery,  the Company  continues  its efforts to
         resolve the dispute.

          The Company's  sales of roof membrane fabric for the Tent City project
          are expected to total approximately  $21,000,000,  as compared with an
          initial contract commitment of $28,600,000.  The Company believes that
          the  shortfall  was  primarily  caused  by major  deficiencies  in the
          quality  of  raw  materials   received  and  in  the  availability  of
          acceptable  raw  materials.  Under  the  contract  with the  Company's
          customer on this  project,  the  customer  may assert  penalty  claims
          against the Company due to the shortfall in the Company's  deliveries.
          An initial  claim of  unliquidated  amount has been  threatened by the
          customer,  but the Company  vigorously denies liability,  and believes
          that it has good defenses.

         Various other  lawsuits and claims are pending or have been asserted by
         and against the Company,  including matters previously disclosed by the
         Company in its Form 10-K for the year ended June 30, 1998. Although the
         outcome of such matters  cannot be predicted  with  certainty  and some
         lawsuits  or claims may be  disposed  of  unfavorably  to the  Company,
         management   believes  that  the   disposition  of  its  current  legal
         proceedings,  to the extent not covered by  insurance,  will not have a
         material  adverse  effect  on the  Company's  financial  condition  and
         results of operations.

Note 4 - Debt:

         At December 27, 1998,  the Company has available a $21,000,000  line of
         credit  jointly  with  two  commercial  banks.  Borrowings  under  this
         facility  are at the higher of the bank's  base rate (7.75% at December
         27,  1998),  or 0.5% over the federal funds rate (5.19% at December 27,
         1998),  as defined in the  agreement.  Borrowings  under this option is
         1.00% over the LIBOR rate.  The Company has also  secured  Eurocurrency
         pricing  options  for  certain  debt as defined in the  agreement.  The
         amount  borrowed on the line of credit was  $6,011,000  at December 27,
         1998 and $0 at June 30, 1998.

Note 5 - Acquisitions:

          On  September  7,  1998 the  Company  completed  the  purchase  of the
          business assets (principally inventory, equipment and intangibles, net
          of certain  liabilities,  accounts payable and accruals) of Vdb/hi-tex
          Technische  Gewebe  Gmbh (Vdb) for  approximately  $6,200,000  in cash
          including associated  transaction costs. The acquisition was accounted
          for using the purchase method of accounting. Prior to the acquisition,
          Vdb's main business was in the  fabrication  and  distribution of PTFE
          composite products principally  purchased from Chemfab.  This business
          is expected to continue.  Vdb's primary markets are in Germany, Turkey
          and Eastern European countries. The acquisition of Vdb resulted in the
          recognition  of goodwill  of  approximately  $5,900,000  which will be
          amortized over 15 years.

         On  December  29,  1998,  the  Company  completed  the  purchase of the
         business assets (principally inventory,  equipment, and intangibles net
         of certain  liabilities;  accruals and accounts payable) of Breitenborn
         GmbH  (Breitenborn)  for  approximately  $2,754,000  in cash  including
         associated  transaction  costs.  The acquisition  will be accounted for
         using the purchase method of accounting.

         Breitenborn's main business is in Germany and comprises the fabrication
         and distribution of PTFE composite products principally  purchased from
         Chemfab. This business is expected to continue.

         In January  1999,  the Company  entered  into an  agreement  to acquire
         control of a PTFE coating and  fabrication  operation in South America.
         The agreement contains certain  contingencies  which are expected to be
         fulfilled in fiscal 1999.



<PAGE>


Item II              Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                      Three Months Ended December 27, 1998 

Net Sales

The  Company's  consolidated  net sales for the three months ended  December 27,
1998,  the second  quarter of fiscal  1999,  increased  8% to  $27,892,000  from
$25,902,000 in the same quarter last year. Shipments of the Company's engineered
products worldwide  increased 8% over the year earlier period while shipments of
architectural  products rose 5%. Had mainland European  currencies and the Pound
Sterling remained at the same exchange rates as last year,  consolidated revenue
would have  increased by 7% and  worldwide  engineered  product sales would have
increased by 7% over the previous year.

Engineered   Products  -  Americas  Business  Group  sales  (which  include  all
non-architectural product sales to customers in North America and South America)
increased 4% to  $13,300,000  from  $12,786,000  for the same quarter last year.
This sales  increase  resulted  principally  from strength in the Company's food
processing  and  general  distributor  markets,  offsetting  lower  sales in the
electrical,  electronic  and  protective  systems  markets.  It is expected that
revenues  from  sales of  engineered  products  into the  Americas  will  remain
relatively strong through the end of the fiscal year.

Engineered   Products  -  European  Business  Group  sales  (which  include  all
non-architectural  product sales to customers in Europe,  India, the Middle East
and Africa) increased 29% to $8,439,000 from $6,531,000 in the same quarter last
year. The Vdb acquisition accounted for 14% of the increase in European Business
Group  sales.  Had the  mainland  European  currencies  and the  Pound  Sterling
remained at the same exchange rate as last year,  European  Business Group sales
for the quarter would have increased 24% over the same quarter a year ago. Sales
for the  remainder of the fiscal year are expected to continue at  approximately
the same levels.

Engineered  Products - Asia  Pacific  Business  Group sales  (which  include all
non-architectural  product  sales to  customers  in the Far East and  Australia)
decreased 34% to $1,321,000  from $1,995,000 in the same quarter last year. This
decrease  was the result of continued  weakness of the economy in certain  Asian
countries,  which  has  caused  a  downward  trend  in  revenues.  Revenue  from
industrial  product  shipments  into the Asia  Pacific  region  is  expected  to
continue at approximately this level for the remainder of the fiscal year.

Architectural  Product sales  increased 5% to $4,832,000  from $4,590,000 in the
same quarter last year.  This increase in revenues was the result of an increase
in projects  underway to-date this year (including  approximately  $3,100,000 in
sales to the Tent City  project)  versus  last  year.  The  Company  expects  to
complete the sale of roof membrane to the Tent City project in the third quarter
of fiscal 1999.  Revenues from the Tent City project are expected to approximate
$18,000,000 in the third quarter.  Shipments from the Tent City project produced
in the  second  quarter  of  fiscal  1999 had a modest  negative  impact  on the
operating  margin line. The Company expects no contribution to earnings from the
Tent  City  project,  in light of the  major  deficiencies  in the  quality  and
availability  of raw  materials.  Based on recent order entry and other relevant
market data, the Company expects that architectural  product sales in the fourth
quarter  of  fiscal  1999 will  return to  revenue  levels  comparable  to those
achieved in the same period of the prior year. Projected  architectural revenues
are subject to possible claims and contingencies, as summarized in part II, Item
1 below.

Gross Profit Margins

Gross profit  margins as a percentage of  consolidated  net sales were 33.9% for
the quarter, up slightly from last year. The Company maintained its gross margin
percentage as a result of manufacturing efficiencies and a net favorable product
mix.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 19% to $5,070,000 from
$4,271,000  in the same  quarter  last year.  This  increase  resulted  from the
combined  effects of the higher  cost  structure  in place  (including  goodwill
amortization),  to support the Company's  newly acquired  business in Germany as
well as higher shipping expense associated with the Tent City project.  Selling,
general and  administrative  expenses as a percentage  of sales was 16%, up from
the second quarter of last year.

Research and Development Expenses

Research and development expenses were $796,000 compared to last year's level of
$763,000.  This level of spending,  at  approximately  3% of total revenues,  is
consistent with recent,  as well as planned,  levels of research and development
spending. The higher costs are primarily attributable to new product development
activities.

Interest Income 

The Company  had net  interest  income of $25,000  for the  quarter  compared to
$78,000 for the same  quarter  last year.  The  decrease is mainly a result of a
lower  average  cash  balance and  interest  expense on  borrowings  made in the
quarter to fund the acquisitions and the Tent City project.

Other (Income) Expense

The Company had net other income of $36,000 for the three months ended  December
27, 1998 compared to $32,000 of net other expense for the same period last year.


                       Six Months Ended December 27, 1998 

Net Sales

The Company's consolidated net sales for the six months ended December 27, 1998,
the first half of fiscal 1999,  increased 11% to $53,125,000 from $48,055,000 in
the same  period  last year.  Shipments  of the  Company's  engineered  products
worldwide  increased  6% over  the year  earlier,  while  architectural  product
shipments  increased 33% for the same period.  Had mainland European  currencies
and the  Pound  Sterling  remained  at the same  exchange  rates  as last  year,
consolidated  revenues  would have  increased  by 10% and  worldwide  engineered
product sales would have increased by 5% over the previous year.

Engineered   Products  -  Americas  Business  Group  sales  (which  include  all
non-architectural product sales to customers in North America and South America)
increased 4% to $25,195,000 from $24,252,000 for the same period last year. This
sales  increase  resulted  principally  from  strength  in  the  Company's  food
processing  and  general  distributor  markets,  offsetting  lower  sales in the
electrical and electronic markets and protective systems sales.

Engineered   Products  -  European  Business  Group  sales  (which  include  all
non-architectural  product sales to customers in Europe,  India, the Middle East
and Africa) for the first half of the fiscal year  increased 18% to  $14,869,000
from $12,589,000 in the same period last year. The Vdb acquisition accounted for
7% of the  growth  in the  European  Business  Group  sales.  Had  the  European
currencies  and the Pound Sterling  remained at the same  exchange  rate as last
year, European Business Group sale for the period would have increased 15%.

Engineered  Products - Asia  Pacific  Business  Group sales  (which  include all
non-architectural  product  sales to  customers  in the Far East and  Australia)
decreased 20% to $2,801,000  from  $3,496,000 in the same period last year. This
decrease  was the result of a continued  economic  weakness in the Asia  Pacific
countries, which has caused a downward trend in revenues.

Architectural  Product sales increased 33% to $10,260,000 from $7,718,000 in the
same period last year.  This  increase in revenues was the result of an increase
in sizable projects underway to-date this year (including the Tent City project)
versus last year.

Gross Profit Margins

Gross profit  margins as a percentage of  consolidated  net sales were 33.7% for
the six months  ended  December 27, 1998,  down  slightly  from last year due to
start up costs on the Tent City project and product mix.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 13% to $9,324,000 from
$8,240,000  in the  same  period  last  year.  Increased  selling,  general  and
administration  expenditures  resulted  from the combined  effects of the higher
cost  structure  in place  (including  goodwill  amortization)  to  support  the
Company's  newly acquired  business in Germany as well as higher  shipping costs
associated  with the Tent City  project.  Selling,  general  and  administrative
expenses as a percentage  of sales were 18%, up slightly  from last year's level
of 17%.

Research and Development Expenses

Research and development  expenses were $1,656,000 compared to last year's level
of $1,422,000. This level of spending, at approximately 3% of total revenues, is
consistent with recent,  as well as planned,  levels of research and development
spending. The higher spending is primarily attributed to new product development
activities.

Other (Income) Expense 

The Company had net other income of $160,000  for the six months ended  December
27, 1998 compared to $48,000 of net other expense in the year-earlier period.

Interest Income 

The  Company  had net  interest  income of  $128,000  for the six  months  ended
December  27, 1998  compared  to net  interest  income of $160,000  for the same
period last year. The decrease is the result of a lower average cash balance and
interest expense  associated with bank debt incurred to fund the acquisition and
the Tent City project.

                         Liquidity and Capital Resources

During the six months ended December 27, 1998, the Company utilized  $389,000 of
cash in operations, down from $2,751,000 of cash generated in the same period of
the prior year. The reduction is the result of additional working capital needed
to support the higher revenues and the fast paced Tent City project.  During the
period,  the  Company  invested  $8,609,000  in  property,  plant and  equipment
additions,  and expended $689,000 to repurchase stock under its share repurchase
program.  The Company also  received  $964,000 in cash  proceeds and related tax
benefits  from the  exercise of stock  options  during this  period.  During the
quarter the Company  borrowed  approximately  $6,011,000  of short-term loans to
fund both the acquisition it has completed and for the Tent City project.

Working capital  decreased to $30,747,000  from $37,290,000 at the end of fiscal
1998.  As of December 27, 1998,  the Company had an aggregate  line of credit of
approximately   $21,000,000  under  its  domestic  and  international  borrowing
facilities.  As of December 27, 1998, the Company had approximately  $12,000,000
available under these facilities.  In the third quarter the Company continues to
borrow against these facilities to fund additional  acquisitions and for working
capital needs.  The Company also has the ability to discount,  without  recourse
(under  its  Letter of Credit  Agreement),  its  receivables  from the Tent City
project. Management believes that the combination of cash on hand, cash expected
to be  generated  from  operations,  and  available  credit  facilities  will be
adequate  to  finance  operations  during  fiscal  1999  and to  deal  with  any
liabilities or contingencies  described in Note 3 to the Consolidated  Financial
Statements.

                                    Year 2000

In 1993, the Company began its program to prepare for the Year 2000 problem. The
Company  has  made  steady  progress  since  then in  addressing  this  computer
programming  challenge.  The  Company is  continuing  to analyze  operations  to
determine and implement the procedures  necessary to ensure timely and effective
Year 2000 compliance. The Company has generally completed the identification and
assessment  phase of its Year 2000 program.  The Company  believes that the vast
majority  of  its  major  information  management  and  operations  systems  are
currently Year 2000 compliant.

The Company  currently  expects  total  out-of-pocket  costs to become Year 2000
capable to be less than $1,400,000, of which the Company had spent $1,200,000 by
December 27, 1998. The Company expects that the remainder of such costs will not
have a material  effect on the  Company's  financial  condition,  operations  or
liquidity.

The Company has also  identified  and been in  communication  with its key third
party vendors and  suppliers,  both to determine the extent to which the Company
might be  vulnerable  to such  parties'  failure to resolve  their own Year 2000
issues, and to plan for the satisfactory  resolution of any such  contingencies.
Where  practicable,  the Company  will assess and attempt to mitigate  its risks
with respect to the failure of its suppliers to be Year 2000 ready.  The Company
intends  to  complete  the  survey  of its key  customers  by June  30,  1999 to
determine and make plans regarding their state of Year 2000 readiness.

While no assurance  can be given,  the Company does not  anticipate at this time
that the Year 2000 problem will have a material  adverse impact on the Company's
business, financial condition or results of operation.

                           Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward-looking  statements within the meaning of the Private
Securities   Litigation  Reform  Act  of  1995.  Investors  are  cautioned  that
forward-looking  statements are inherently  uncertain.  Actual  performance  and
results may differ  materially  from those projected or suggested due to certain
risks and  uncertainties,  including raw material  procurement,  production  and
related risks, shipment delays and shortfalls,  and any associated penalties for
a contract of the  magnitude of Tent City,  final  settlement  negotiations  and
their impact on the  litigation by Birdair,  any  fluctuation  in the demand for
architectural  material,  and the  impact  of the  integration  of our  recently
announced  acquisitions.  Additional  information  concerning  certain risks and
uncertainties  that could cause actual results to differ  materially  from those
projected or suggested is contained in the Company's  Annual Report on Form 10-K
for the fiscal year ended June 30, 1998 which has been filed with the Securities
and  Exchange  Commission.   The  forward-looking  statements  contained  herein
represent the Company's  judgment as of the date of this filing, and the Company
cautions readers not to place undue reliance on such statements.


                           Part II. Other Information

Item 1. Legal Proceedings

The Birdair, Inc. (Birdair) litigation described in Part 1, Item 3 in the fiscal
1998 Annual Report is still pending.  The Company  continues to vigorously  deny
liability.  While the  litigation is in the early stages of pretrial  discovery,
the Company continues its efforts to resolve the dispute.

The  Company's  sales of roof  membrane  fabric  for the Tent City  project  are
expected  to  total  approximately  $21,000,000,  as  compared  with an  initial
contract commitment of $28,600,000.  The Company believes that the shortfall was
primarily caused by major  deficiencies in the quality of raw materials received
and in the availability of acceptable raw materials. Under the contract with the
Company's  customer on this  project,  the  customer may assert  penalty  claims
against the Company due to the shortfall in the Company's deliveries. An initial
claim of  unliquidated  amount  has been  threatened  by the  customer,  but the
Company vigorously denies liability, and believes that it has good defenses.

Various  other  lawsuits  and claims are  pending or have been  asserted  by and
against the Company,  including matters  previously  disclosed by the Company in
its Form 10-K for the year ended June 30,  1998.  Although  the  outcome of such
matters  cannot be predicted  with  certainty and some lawsuits or claims may be
disposed of unfavorably to the Company, management believes that the disposition
of its current legal proceedings,  to the extent not covered by insurance,  will
not have a material  adverse  effect on the  Company's  financial  condition and
results of operations.


<PAGE>


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

On  October  29,1998,  at the  Company's  Annual  Meeting of  Shareholders,  the
Company's  shareholders  met  to  consider  and  vote  upon  the  following  two
proposals:

         (1) A proposal to elect seven  directors  to serve for a one-year  term
and until their respective successors have been duly qualified and elected.

         (2) A proposal  to ratify the  appointment  of Ernst & Young LLP as the
independent auditor for the Company for the fiscal year ending June 30, 1999.

Results  with  respect  to the  voting  on each of the above  proposals  were as
follows:

  Proposal 1:
  Directors                  For         Withhold Authority        Abstentions

  Paul M. Cook            5,917,922             2,555                   0
  Warren C. Cook          5,917,922             2,555                   0
  Robert E. McGill III    5,917,922             2,555                   0
  James E. McGrath        5,917,922             2,555                   0
  Duane C. Montopoli      5,904,672            15,805                   0
  Nicholas Pappas         5,917,922             2,555                   0
  John W. Verbicky        5,917,922             2,555                   0


  Proposal 2:

     5,901,572      Votes For
        15,680      Votes Against
         3,225      Abstentions

Item 6. Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  None.

         (b)      Reports on Form 8-K
                  None.



<PAGE>




                                   SIGNATURES


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


                               CHEMFAB CORPORATION



Date: February 10, 1999                     /s/ John W. Verbicky  
                                            ----------------------
                                            John W. Verbicky, President,
                                            Chief Executive Officer and Director
                                            (Principal Executive Officer)

Date: February 10, 1999                     /s/ Moosa E. Moosa 
                                            -------------------
                                            Moosa E. Moosa
                                            Vice President - Finance, Treasurer
                                            and Chief Financial Officer
                                            (Principal Financial Officer)
 
Date: February 10, 1999                     /s/ Hilary A. Arwine 
                                            ---------------------
                                            Hilary A. Arwine
                                            Corporate Controller
                                            (Principal Accounting Officer)