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 March 28, 1999
                                       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 April 30, 1999,  the Company had  8,809,069  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
                    March 28, 1999 and June 30, 1998                       3

                    Consolidated Statements of Income for the
                    Three Months and Nine Months Ended
                    March 28, 1999 and March 29, 1998                      5

                    Consolidated Statements of Cash Flows for the
                    Nine Months Ended March 28, 1999 and
                    March 29, 1998                                         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 3.    Legal Proceedings                                     13

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

         Signatures                                                       15













<PAGE>

                         Part I - Financial Information

                                        CHEMFAB CORPORATION
                             CONSOLIDATED BALANCE SHEETS (Page 1 of 2)
                            (in thousands except par value amounts)

                                                      March 28,    June 30,
                                                        1999         1998
                                                      ---------    ---------
                                                     (Unaudited)

Current assets:
    Cash and cash equivalents ...................  $   3,376    $  11,099
    Receivables:
       Trade ....................................     20,777       20,946
       Other ....................................         77           17
     Costs and estimated earnings in excess of
       billings on uncompleted contracts ........      1,985        1,373

    Inventories .................................     20,908       17,403
    Prepaid expenses, and other current assets ..      3,275          720
    Deferred tax assets .........................      1,039          730
                                                   ---------    ---------

       Total current assets .....................     51,437       52,288

Property, plant and equipment, at cost ..........     59,353       50,260
    Less: accumulated depreciation ..............    (28,860)     (26,043)
                                                   ---------    ---------

   Property, plant and equipment, net ...........     30,493       24,217

Goodwill, net ...................................     16,651        9,926
Other assets ....................................      2,474        2,673
                                                   ---------    ---------

          Total assets ..........................  $ 101,055    $  89,104
                                                   =========    =========

See accompanying Notes to Consolidated Financial Statements



<PAGE>




                                       CHEMFAB CORPORATION
                            CONSOLIDATED BALANCE SHEETS (Page 2 of 2)
                             (in thousands except par value amounts)
                                                        March 28,    June 30,
                                                          1999         1998
                                                        ---------    ---------
                                                       (Unaudited)
Current liabilities:
    Accounts payable and accrued
         expenses ....................................  $  12,402    $  12,307
    Short-term borrowings ............................      5,524         --
    Accrued income taxes .............................      3,184        2,540
    Billings in excess of costs and
         Estimated earnings on
            uncompleted contracts
                                                               80          151
                                                        ---------    ---------

       Total current liabilities .....................     21,190       14,998
                                                        ---------    ---------

Deferred tax liabilities .............................      2,121        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 8,779 at March 28, 1999
       And 8,689 shares at June 30, 1998
                                                              878          869
    Additional paid-in capital .......................     26,235       25,008
    Retained earnings ................................     69,172       61,036
    Treasury stock, at cost
        (1,009 shares at March 28, 1999
         And 877 at June 30, 1998) ...................    (17,545)     (15,137)
     Foreign currency translation
         adjustment ..................................       (996)         578
                                                        ---------    ---------

       Total shareholders' equity ....................     77,744       72,354
                                                        ---------    ---------

          Total liabilities and shareholders' equity .  $ 101,055    $  89,104
                                                        =========    =========

See accompanying Notes to Consolidated Financial Statements




<PAGE>

<TABLE>
                               CHEMFAB CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per share data)
<CAPTION>
                                               Three Months Ended      Nine Months Ended

                                             March 28,    March 29,    March 28, March 29,
                                                1999         1998         1999      1998
                                              --------    --------    ---------- --------

<S>                                          <C>         <C>          <C>       <C>

Net sales ..................................  $ 44,457    $ 27,257    $ 97,581   $ 75,312
Cost of sales ..............................    30,734      17,983      65,958     49,745
                                              --------    --------    --------   -------- 

Gross profit ...............................    13,723       9,274      31,623     25,567
Selling, general and
   Administrative expenses .................     7,328       4,421      16,653     12,661
Research and development ...................     1,273         812       2,930      2,234
Other expense (income) .....................        78         (31)        (82)        17
Interest expense (income), net .............       360         (74)        231       (234)
                                               --------    --------   --------   --------  

Income before income taxes .................     4,684       4,146      11,891     10,889

Provision for income taxes .................     1,449       1,338       3,755      3,494
                                              --------    --------    --------   -------- 

Net income .................................  $  3,235    $  2,808    $  8,136   $  7,395
                                              ========    ========    ========   ========

Earnings per share:
   - Basic .................................  $   0.41   $   0.36    $    1.04   $   0.93
   - Diluted ...............................  $   0.40   $   0.34    $    1.01   $   0.90

Weighted average common share outstanding:
   - Basic .................................     7,819       7,860       7,822      7,918
   - Diluted ...............................     8,034       8,160       8,069      8,228

</TABLE>

<PAGE>

<TABLE>
                               CHEMFAB CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<CAPTION>
                                                                  Nine Months Ended
                                                                 Mar. 28,     Mar. 29,
                                                                   1999         1998
                                                                 --------    --------
<S>                                                              <C>         <C> 
Cash flows from operating activities:


   Net income .................................................. $  8,136    $  7,395
   Adjustments to reconcile net income to net cash
    provided by operations:
        Depreciation and amortization ..........................    4,306       3,615
        Change in working capital:
           Receivables .........................................      775      (2,653)
           Costs and estimated earnings in excess
             of billings on uncompleted contracts, net .........     (682)       (114)
           Inventories .........................................   (2,397)       (967)
           Prepaid expenses and other ..........................   (2,577)        174
           Other assets ........................................     (219)       (384)
           Accounts payable and accrued expenses ...............   (1,658)        249
           Income taxes ........................................      762       1,091
                                                                 --------    --------
           Total adjustments ...................................   (1,690)      1,011
                                                                 --------    --------

           Net cash provided by operations .....................    6,446       8,406

   Cash flows from investing activities:
        Acquisitions ...........................................   (9,420)          0
        Capital expenditures (net) .............................   (9,052)     (4,528)
                                                                 --------    --------
           Net cash used in investing activities ...............  (18,472)     (4,528)

   Cash flows from financing activities:
        Short-term borrowings ..................................   13,524           0
        Repayment of short-term borrowings .....................   (8,000)          0
        Proceeds from exercise of stock options ................    1,236       1,743
        Purchase of treasury shares ............................   (2,408)     (5,404)
                                                                 --------    --------

           Net cash provided by/(used in) financing activities .    4,352      (3,661)

   Effect of exchange rate changes on cash .....................      (49)         43
                                                                 --------    --------


   Net (decrease)/increase in cash and cash equivalents ........   (7,723)        260

   Cash and cash equivalents at beginning of year ..............   11,099       8,055
                                                                  -------    --------

   Cash and cash equivalents at end of period .................. $  3,376    $  8,315
                                                                 ========    ========


  Interest paid ................................................ $    434    $      0
  Income taxes paid ............................................ $  2,366    $  2,248

See accompanying notes to the Consolidated Financial Statements.

</TABLE>

<PAGE>

                               CHEMFAB CORPORATION
                   Notes to Consolidated Financial Statements
                                 March 28, 1999
                                   (Unaudited)

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 March  28,  1999 and  June 30,  1998 and the  consolidated
         statements  of income for the three  months and nine months ended March
         28, 1999 and March 29,  1998 and cash flows for the nine  months  ended
         March 28, 1999 and March 29, 1998. 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:

                                        March 28, 1999    June 30, 1998
                                                 (in thousands)

        Finished Goods                     $ 7,835             $ 5,674
        Work in Process                      6,017               7,396
        Raw Materials                        7,056               4,333
                                           -------             -------
                                           $20,908             $17,403
                                           =======             =======

Note 3 - Commitments and Contingencies:

         The Company has  reached an  agreement  with  Birdair,  Inc.  (Birdair)
         (Chemfab's  leading  customer  for  architectural  membrane  products),
         regarding  improved ways to develop the architectural  membrane market.
         The agreement,  which was announced on March 25, 1999, became effective
         during the fourth  quarter of the  Company's  fiscal year, on March 29,
         1999. An additional feature of the agreement included resolution of the
         Company's  dispute  with  Birdair  and the  termination  of  litigation
         activity related to the Tent City project,  as previously  described in
         Part I, Item 3 in the fiscal 1998 Annual Report, and in Part II, Item 1
         of the Company's Form 10-Q for the fiscal  quarter ending  December 27,
         1998.
<PAGE>

         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 March 28, 1999, the Company had 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 March 28, 1999),  or 0.5% over
         the federal  funds rate (5.125% at March 28,  1998),  as defined in the
         agreement.  The Company has also secured  Eurocurrency  pricing options
         for certain  debt as defined in the  agreement.  Borrowings  under this
         option is 1.00% over the LIBOR rate.  The amount  available on the line
         of credit was $12,665,000 at March 28, 1999 and $21,000,000 at June 30,
         1998.

Note 5 - Acquisitions:

         On  September  7, 1998,  the  Company  completed  the  purchase  of the
         business assets (principally inventory,  equipment, certain liabilities
         and  accounts   payable,   accruals  and   intangibles)  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,  accounts payable and accruals) of Breitenborn
         GmbH  (Breitenborn)  for  approximately  $2,773,000 in cash,  including
         associated  transaction  costs. The acquisition was accounted for using
         the  purchase   method  of  accounting.   Prior  to  the   acquisition,
         Breitenborn's  main business was in the fabrication and distribution of
         PTFE  composite  products  principally  purchased  from  Chemfab.  This
         business  is expected  to  continue.  The  acquisition  of  Breitenborn
         resulted in the  recognition of goodwill of  approximately  $2,309,000,
         which will be amortized over 15 years.

         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. Included in prepaid and other assets at March
         28, 1999 is a $347,000  prepayment and $1,109,000 in escrow to complete
         the transaction.


<PAGE>

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

                        Three Months Ended March 28, 1999

Net Sales

The Company's  consolidated net sales for the three months ended March 28, 1999,
the third quarter of fiscal 1999,  increased 63% to $44,457,000 from $27,257,000
in the same quarter last year. Excluding sales to the Tent City project in Mina,
Saudi Arabia,  sales for the quarter increased 2.1%.  Shipments of the Company's
engineered  products worldwide  decreased 2%, over the year earlier period while
shipments of architectural products (including the Tent City project) rose 336%.
Had mainland  European  currencies and the Pound  Sterling  remained at the same
exchange  rates as last year,  consolidated  revenue would have increased by 62%
and  worldwide  engineered  product  sales would have  decreased  by 3% 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)
decreased 12% to $ 11,971,000  from  $13,609,000 for the same quarter last year.
This  revenue  decrease  resulted  principally  from a decline in the  Company's
communication and protective system sales,  which was partially offset by higher
sales in the food processing  market. It is expected that revenues from sales of
engineered  products  into the Americas  will continue at the same level 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 11% to $8,010,000 from $7,197,000 in the same quarter last
year. The Vdb and Breitenborn acquisitions accounted for most 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  8% 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)
increased 33% to $1,607,000  from  $1,208,000 in the same quarter last year. The
increase  was the  result  of a strong  marketing  and  sales  focus  into  this
geographic  area and a  strengthening  of the economy in certain Asia countries.
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 336% to $22,869,000 from $5,243,000 in the
same quarter last year.  This increase in revenues was the result of an increase
in projects  completed-to-date this year (including approximately $16,631,000 in
sales to the Tent City project)  versus last year.  Architectural  Product sales
(excluding  Tent City sales) in the third quarter  increased 19% to  $6,238,000,
compared  to the same period  last year.  Based on recent  order entry and other
relevant  market data, the Company expects that  architectural  product sales in
<PAGE>

the fourth  quarter of fiscal 1999 will return to revenue  levels  comparable to
those  achieved in the same period of the prior year.  The Company  entered into
agreements  which  became  effective in the fourth  quarter,  to improve ways to
develop the architectural  membrane market.  Pursuant to these  agreements,  the
Company has agreed to provide  merchandise  credits  totaling  $1,250,000.  As a
result,  the Company will not bill for shipments  amounting to $1,250,000 in the
fourth quarter of fiscal 1999.  Therefore,  reported  revenue and margins in the
fourth  quarter  will be  impacted by the  foregone  revenue.  The Company  also
expects to take a special charge for this merchandise in the same fouth quarter.

Gross Profit Margins

Gross profit  margins as a percentage of  consolidated  net sales were 30.9% for
the quarter,  down from 34.0% for the same  quarter last year.  The decrease was
primarily attributed to the low margins on the Tent City project.

Selling, Administrative, Research and Development Expenses

Selling,  general and  administrative  expenses increased 66% to $7,328,000 from
$4,421,000  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  were  16%,
consistent  with the third quarter of last year. The Company  expects that these
expenses will continue in the fourth quarter at approximately 16% of sales.

Research and development  expenses were $1,273,000 compared to last year's level
of $812,000.  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.  The Company expects to maintain research and development expense at
approximately 3% of expected fourth quarter sales.

Other (Income) Expense

The Company had net other expense of $78,000 for the current  quarter,  compared
to net other income of $31,000 for the same quarter last year.

Interest Income/Expense 

The  Company had net  interest  expense of  $360,000  for the  current  quarter,
compared to $74,000  interest  income for the same  quarter  last year.  The net
interest  expense in the current quarter  compared with a net interest income in
the  corresponding  quarter last year is mainly a result of a lower average cash
balance and borrowings made to fund acquisitions and the Tent City project.


<PAGE>




                        Nine Months Ended March 28, 1999

Net Sales

The  Company's  consolidated  net sales for the nine months ended March 28, 1999
increased  30% to  $97,581,000  from  $75,312,000  in the same period last year.
Excluding Tent City sales, year-to-date sales would have increased 3.1% from the
same period last year.  Shipments of the Company's engineered products worldwide
increased 3% over the year earlier,  while architectural  product shipments (net
of Tent City sales)  increased  3% for the same period.  Had  mainland  European
currencies  and the Pound  Sterling  remained at the same exchange rates as last
year, consolidated revenue would have increased by 28% and  worldwide-engineered
products sales would have increased by 2% 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)
decreased 2% to $37,167,000 from $37,851,000 for the same period last year. This
decrease  resulted  principally  from a  decline  in sales  into the  protective
system, communication and electrical, electronic markets.

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 nine  months of the  fiscal  year  increased  16% to
$22,878,000  from  $19,792,000  in the  same  period  last  year.  The  Vdb  and
Breitenborn  acquisitions  accounted for approximately 7% of the increase in the
European  Business Group sales.  Measured in constant  currency rates,  prior to
translation  into  U.S.  dollars,  European  Business  Group  sales  would  have
increased 9% over the same period last year.

Engineered  Products - Asia  Pacific  Business  Group sales  (which  include all
non-architectural  product  sales to  customers  in the Far East and  Australia)
decreased 6% to $4,408,000  from  $4,709,000 in the same period last year.  This
decrease was  incurred in the first two quarters of the current  fiscal year and
was the result of continued weakness of the economy of certain Asian countries.

Architectural  Product sales increased 156% to $33,128,000  from  $12,960,000 in
the same  period  last year.  This  increase  in  revenues  was the result of an
increase in sizable projects completed-to-date (including the Tent City project)
this year versus last year. Excluding the Tent City project, architectural sales
would have increased by 3% over the previous year.

Gross Profit Margins

Gross profit  margins as a percentage  of  consolidated  net sales  decreased to
32.4% for the nine  months  ended March 28,  1999,  down from 33.9% for the same
period last year, mainly due to the lower margins on the Tent City project.
<PAGE>

Selling, Administrative, Research and Development Expenses

Selling,  general and administrative  expenses increased 32% to $16,653,000 from
$12,661,000  in the same  period  last  year.  Increased  selling,  general  and
administration  expenditures  resulted  from the combined  effects of the higher
cost structure in place to support the Company's  newly  acquired  operations in
Germany,  as well as  higher  shipping  expense  associated  with the Tent  City
project.  Selling,  general and administrative expenses as a percentage of sales
were 17%, unchanged from the same period last year.

Research and development expenses were $2,930,000, compared to last year's level
of $2,234,000. 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 $82,000 for the nine months ended March 28,
1999, compared to net other expense of $17,000 in the year-earlier period.

Interest Income/Expense 

The Company had net interest expense of $231,000 for the nine months ended March
28, 1999,  compared to net interest  income of $234,000 for the same period last
year.  The net  interest  expense  in the  current  period  compared  to the net
interest income for the  corresponding  period last year is mainly a result of a
lower average cash balance and borrowings made to fund acquisitions and the Tent
City project.

                         Liquidity and Capital Resources

During the nine months ended March 28, 1999,  the Company  generated  $6,446,000
cash from operations, down from $8,406,000 in the same period of the prior year.
During the period,  the  Company  invested  $9,052,000  in  property,  plant and
equipment  additions  mainly to  increase  capacity  to meet  expected  customer
demand,  and expended  $2,408,000 to repurchase stock under its share repurchase
program.  The Company also received  $1,236,000 in cash proceeds and related tax
benefits from the exercise of stock options during this period.

Working capital  decreased to $30,247,000  from $37,290,000 at the end of fiscal
1998.  As of March 28,  1999,  the  Company had an  aggregate  line of credit of
approximately   $21,000,000  under  its  domestic  and  international  borrowing
facilities.  As of March 28,  1999,  the Company had  approximately  $12,665,000
available under these  facilities.  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.


<PAGE>

                                    Year 2000

In 1993, the Company began its program to prepare for the Year 2000 issues.  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 approximate $1,400,000,  of which the Company had spent $1,200,000 by
March 28, 1999.  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 July  31,  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, potentially adverse effects of deficiencies
in raw material  procurement and shipment delays and shortfalls in the Tent City
project, any fluctuation in the demand for architectural material, the impact of
the integration of our recently announced acquisitions, and the impact of market
penetration  issues  relating  to the  opportunities  created by the new Birdair
agreement and our newly established  E(2)(TM) business.  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.


<PAGE>

                           Part II. Other Information

Item 1. Legal Proceedings

         The Company has  reached an  agreement  with  Birdair,  Inc.  (Birdair)
         (Chemfab's  leading  customer  for  architectural  membrane  products),
         regarding  improved ways to develop the architectural  membrane market.
         The agreement,  which was announced on March 25, 1999, became effective
         during the fourth  quarter of the  Company's  fiscal year, on March 29,
         1999. An additional feature of the agreement included resolution of the
         Company's  dispute  with  Birdair  and the  termination  of  litigation
         activity related to the Tent City project,  as previously  described in
         Part I, Item 3 in the fiscal 1998 Annual Report, and in Part II, Item 1
         of the Company's Form 10-Q for the fiscal  quarter ending  December 27,
         1998.


         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.

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: May 11, 1999        /s/ John W. Verbicky  
                          ------------------------------------
                          John W. Verbicky, President,
                          Chief Executive Officer and Director
                          (Principal Executive Officer)

Date: May 11, 1999        /s/ Moosa E. Moosa
                          ------------------------------------ 
                          Moosa E. Moosa
                          Vice President-Finance, Treasurer
                          and Chief Financial Officer
                          (Principal Financial Officer)

 Date: May 11, 1999       /s/ Hilary A. Arwine
                          ------------------------------------ 
                          Hilary A. Arwine
                          Corporate Controller
                          (Principal Accounting Officer)