UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the period ended  April 30, 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  0-14812

                           EDISON CONTROL CORPORATION
             (Exact name of registrant as specified in its charter)

New Jersey                                                22-2716367
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                            Identification No.)

                               777 Maritime Drive
                                   PO Box 308
                         Port Washington, WI 53074-0308
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (414) 268-6800
              (Registrant's telephone number, including area code)



        (Former name, former address and former fiscal year, if changed
                               since last report)

       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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock, $.01 par value:  2,346,933 as of April 30, 1999
-------------------------------------------------------------


<PAGE>



                   EDISON CONTROL CORPORATION AND SUBSIDIARIES

                                      INDEX




                                                                   Form 10-Q
                                                                   Page Number
                                                                   -----------

                          Part I Financial Information

Item 1 Financial Statements

Consolidated Balance Sheets                                        Pages 2 & 3
         April 30, 1999 (Unaudited) and
         January 31, 1999

Consolidated Statements of Operations                              Page 4
         Three months ended April 30,
         1999 and 1998 (Unaudited)

Consolidated Statements of Cash Flows                              Pages 5 & 6
         Three months ended April 30,
         1999 and 1998 (Unaudited)

Notes to Consolidated Financial Statements                         Pages 7 - 9
         (Unaudited)

Item 2 Management's Discussion and Analysis of                     Pages 9 - 12
         Operations and Financial Condition

Item 3 Quantitative and Qualitative Disclosures
         About Risk                                                Pages 12 - 13

                            Part II Other Information

  Item 6 Exhibits                                                  Page 13 and
                                                                   Exhibit Index

                                        1
<PAGE>



PART I.
Item 1
Financial Statements


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       April 30, 1999 and January 31, 1999

<TABLE>
<CAPTION>

                                                              April 30,              January 31,
                                                                1999                    1999
                                                                ----                    ----
                                                            (Unaudited)
<S>                                                         <C>                    <C>
ASSETS
Current Assets:
         Cash and cash equivalents                          $   913,976            $   468,072
         Investments                                             95,000                190,000
         Trading securities                                   1,053,113              3,616,314
         Trade accounts receivable, net                       3,565,017              3,513,342
         Receivable from affiliate                               74,583                 93,575
         Inventories, net                                     7,493,390              7,619,746
         Prepaid expenses and other assets                      250,051                193,650
         Refundable income taxes                                      0                120,505
         Deferred income taxes                                   77,000                  2,000
         Assets held for sale                                 1,032,200              1,032,200
         Deferred financing costs                                     0                389,236
                                                            -----------            -----------
            Total current assets                             14,554,330             17,238,640

Investment in and advances to affiliate                         436,263                421,263

Other Assets:
         Prepaid pension                                        122,488                151,477
         Deferred income taxes                                  279,000                129,000
                                                            -----------            -----------
            Total other assets                                  401,488                280,477

Property, plant and equipment, net                            8,038,803              8,187,899

Goodwill (net of amortization)                                8,632,252              8,690,318

Organizational/finance costs (net of
  amortization)                                                  62,816                 84,400
                                                            -----------            -----------

TOTAL ASSETS                                                $32,125,952            $34,902,997
                                                            ===========            ===========


                                   (Continued)


                             See Accompanying Notes.
</TABLE>

                                       2
<PAGE>




                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       April 30, 1999 and January 31, 1999

                                   (Continued)

<TABLE>
<CAPTION>

                                                              April 30,              January 31,
                                                                1999                    1999
                                                                ----                    ----
                                                            (Unaudited)
<S>                                                         <C>                     <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
         Trade accounts payable                             $ 1,011,789             $ 1,939,917
         Accrued compensation                                   460,676                 739,938
         Taxes other than income taxes                           40,953                  21,325
         Other accrued expenses                                 508,771                 522,694
         Income taxes payable                                   236,280                       0
         Deferred compensation                                  754,250                 754,250
         Current maturities on long-term debt                   933,439                 530,423
                                                            -----------             -----------
Total current liabilities                                     3,946,158               4,508,547

Long-term debt, less current maturities                      11,858,589              14,211,178
                                                            -----------             -----------

Total Liabilities                                            15,804,747              18,719,725


Shareholders' Equity:
Preferred stock, $.01 par value: 1,000,000 shares
   authorized, none issued                                            0                       0
Common stock, $.01 par value: 20,000,000 shares
   authorized, 2,346,933 shares issued
   and outstanding                                               23,469                  23,469
Additional paid-in capital                                   10,323,225              10,323,225
Retained earnings                                             5,921,670               5,760,823
Accumulated other comprehensive income                           52,841                  75,755
                                                            -----------             -----------

Total Shareholders' Equity                                   16,321,205              16,183,272
                                                            -----------             -----------

TOTAL LIABILITIES AND EQUITY                                $32,125,952             $34,902,997
                                                            ===========             ===========



                             See Accompanying Notes.
</TABLE>

                                       3
<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED APRIL 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                1999                           1998
                                                                ----                           ----

<S>                                                          <C>                           <C>
NET SALES                                                    $6,117,533                    $6,725,614

COST OF GOODS SOLD                                            3,997,597                     4,453,433
                                                             ----------                    ----------

GROSS PROFIT                                                  2,119,936                     2,272,181

OTHER OPERATING EXPENSES:
   Selling, engineering and
      administrative expenses                                 1,204,640                     1,192,549
   Goodwill and organizational/
      finance cost amortization                                  79,650                        79,646
                                                             ----------                    ----------
         Total other operating expenses                       1,284,290                     1,272,195
                                                             ----------                    ----------

OPERATING INCOME                                                835,646                       999,986

OTHER EXPENSE (INCOME):
   Interest expense                                             251,409                       268,203
   Realized (gains) losses on trading securities               (260,953)                       12,250
   Unrealized losses (gains) on trading securities              192,817                      (622,780)
   Stock warrant amortization                                   389,236                       245,833
   Miscellaneous income                                         (28,886)                      (39,171)
                                                             ----------                    ----------
          Total other expense (income)                          543,623                      (135,665)
                                                             ----------                    ----------

INCOME BEFORE INCOME TAXES                                      292,023                     1,135,651

INCOME TAXES                                                    131,176                       480,906
                                                             ----------                    ----------

NET INCOME                                                      160,847                       654,745

OTHER COMPREHENSIVE (LOSS) INCOME-
    Foreign currency translation adjustment                     (22,914)                       87,837
                                                             ----------                    ----------

COMPREHENSIVE INCOME                                         $  137,933                    $  742,582
                                                             ==========                    ==========

Net income per share - basic                                 $      .07                    $      .29

Net income per share - diluted                               $      .06                    $      .23



                             See Accompanying Notes.
</TABLE>

                                       4
<PAGE>



                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED APRIL 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                      1999               1998
                                                                      ----               ----
<S>                                                               <C>                 <C>
OPERATING ACTIVITIES:
Net income                                                        $   160,847         $   654,745
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
     Depreciation and amortization                                    693,589             510,955
     Provision for doubtful accounts                                   66,044              36,929
     Realized (gain) loss on sales of trading securities             (260,953)             12,250
     Unrealized loss (gain) on trading securities                     192,817            (622,780)
     Purchases of trading securities                                                     (650,438)
     Proceeds from the sale of trading securities                   2,631,337             147,750
     Equity in earnings of affiliate                                  (15,000)            (20,000)

Changes in assets and liabilities:
     Accounts receivable                                             (117,719)           (734,862)
     Receivable from affiliate                                         18,992             (26,592)
     Inventories                                                      126,356            (301,187)
     Prepaid expenses and other assets                                (27,412)             83,690
     Trade accounts payable                                          (928,128)            180,206
     Accrued compensation                                            (279,262)           (340,317)
     Taxes other than income taxes                                     19,628              42,301
     Other accrued expenses                                           (13,923)             29,040
     Deferred income taxes                                           (148,000)            420,000
     Income taxes payable                                             279,785              43,411
                                                                  -----------         -----------

        Total adjustments                                           2,238,151          (1,189,644)
                                                                  -----------         -----------

NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                           2,398,998            (534,899)
                                                                  -----------         -----------

INVESTING ACTIVITIES:
     Additions to plant and equipment                                 (75,607)            (60,917)
     Maturity of certificate of deposit                                95,000
     Payments received from affiliate                                                      30,000
                                                                  -----------         -----------

NET CASH PROVIDED BY (USED IN)
     INVESTING ACTIVITIES                                              19,393             (30,917)
                                                                  -----------         -----------

                                   (Continued)


                             See Accompanying Notes.
</TABLE>

                                       5
<PAGE>



                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED APRIL 30, 1999 AND 1998
                                   (Unaudited)

                                   (Continued)
<TABLE>
<CAPTION>


                                                                 1999                1998
                                                                 ----                ----
<S>                                                          <C>                 <C>
FINANCING ACTIVITIES:
     Proceeds from issuance of long-term debt                $ 5,157,183         $   500,000
     Payments on long-term debt                               (7,106,756)           (315,793)
                                                             -----------         -----------

NET CASH (USED IN) PROVIDED BY
     FINANCING ACTIVITIES                                     (1,949,573)            184,207
                                                             -----------         -----------

EFFECT OF EXCHANGE RATE CHANGES
      ON CASH                                                    (22,914)             87,837
                                                             -----------         -----------

NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                        445,904            (293,772)

CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                                         468,072           1,037,288
                                                             -----------         -----------

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                                           $   913,976         $   743,516
                                                             ===========         ===========




Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes                 $         0         $    17,495
Cash paid during the period for interest                         257,374             249,740






                             See Accompanying Notes.

</TABLE>

                                       6
<PAGE>



                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 -  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.  Accordingly,  these  statements  do  not  include  all  of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of normal,  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three month period
ending April 30, 1999 are not necessarily  indicative of the results that may be
expected  for other  interim  periods or the year ended  January 31,  2000.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the Company's  annual report on Form 10-K for the year ended January
31, 1999.


Note 2 -  Nature of Business and Accounting Policies

Principles of Consolidation - The consolidated  financial statements include the
accounts of Edison Control Corporation ("Edison") and subsidiaries, all of which
subsidiaries  are wholly  owned by Edison  (collectively,  the  "Company").  All
material   intercompany  accounts  and  transactions  have  been  eliminated  in
consolidation.

Nature of  Operations  - The Company is  currently  comprised  of the  following
operations.  Construction  Forms  ("ConForms")  is a  leading  manufacturer  and
distributor  of systems of pipes,  couplings and hoses and other  equipment used
for the pumping of concrete.  ConForms  manufactures  a wide variety of finished
products  which are used to create  appropriate  configurations  of systems  for
various  concrete  pumps.  Ultra Tech  manufactures  abrasion  resistant  piping
systems for use in industries  such as mining,  pulp and paper,  power and waste
treatment.  Gilco produces a line of concrete and plaster/mortar  mixers.  JABCO
primarily leases property and equipment to the Company.

Trading  Securities - Debt and equity securities  purchased and held principally
for the purpose of sale in the near term are classified as "trading  securities"
and  reported  at fair  value  with  unrealized  gains and  losses  included  in
earnings.  The cost of  individual  securities  sold is  based on the  first-in,
first-out method.

Estimates - The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.

                                       7
<PAGE>




Translation of Foreign Currencies - Assets and liabilities of foreign operations
are translated into United States dollars at current exchange rates.  Income and
expense  accounts are translated  into United States dollars at average rates of
exchange prevailing during the year.  Adjustments resulting from the translation
of  financial  statements  of the  foreign  operations  are  included as foreign
currency translation adjustments in other comprehensive income.

Net income per share -  Reconciliation  of the numerator and  denominator of the
basic and diluted per share  computations  for the three  months ended April 30,
1999 and 1998 are summarized as follows:

<TABLE>
<CAPTION>

                                                                       1999                1998
                                                                       ----                ----
<S>                                                                <C>                 <C>
Net income per share - basic:
     Net income (numerator)                                        $  160,847          $  654,745
     Weighted average shares outstanding (denominator)              2,346,933           2,275,933
     Net income per share - basic                                  $      .07          $      .29
Net income per share - diluted:
     Net income (numerator)                                        $  160,847          $  654,745
     Weighted average shares outstanding (denominator)              2,346,933           2,275,933
     Effect of dilutive securities:
             Stock options                                            177,949             186,778
             Stock warrants                                           392,025             352,679
                                                                   ----------          ----------
     Weighted average shares outstanding (denominator)              2,916,907           2,815,390

     Net income per share - diluted                                $      .06          $      .23
</TABLE>


Reclassifications  -  Certain  reclassifications  have  been  made to the  prior
periods' financial statements to conform with the current year presentation.

Note 3 - Long-Term Debt

On April 30, 1999, Edison refinanced its bank debt and amended its master credit
agreement  with LaSalle  National Bank of Chicago.  As part of the  refinancing,
Edison  liquidated  approximately  $2,600,000 of its existing  trading  security
portfolio and utilized these funds to reduce its outstanding debt. Also, as part
of the  refinancing,  LaSalle  paid the  subordinated  bank loan  holder in full
(approximately  $6,800,000).

                                       8
<PAGE>



The Company's  amended master credit agreement expires April 30, 2004 and allows
for revolving credit borrowings not to exceed $6,000,000 ($4,325,000 outstanding
at April  30,  1999).  Borrowings,  which are based on  qualified  assets,  bear
interest at either the prime rate or the LIBOR rate plus 2%.

The Company  also  maintains  a  $5,750,000  term loan under the amended  master
credit agreement.  Quarterly  principal payments of $200,000 are required by the
agreement.  Borrowings  bear interest at either the prime rate or the LIBOR rate
plus 2.25%. The agreement calls for an additional annual principal payment based
on excess cash flow as defined in the agreement.

The terms of the  amended  master  credit  agreement,  among  other  provisions,
require the Company to maintain a minimum current ratio, tangible net worth, and
debt service  coverage ratio, and restricts the Company to a maximum funded debt
to EBITDA ratio.  Substantially  all of the Company's assets are  collateralized
under the amended  master credit  agreement.  The LIBOR spread may be reduced or
increased annually based on the achievement of a certain "funded debt to EBITDA"
ratio.

Note 4 - Segment Information

The Company's  operating  segments are organized based on the nature of products
and services provided.  A description of the nature of the segment's  operations
and their accounting policies are contained in Note 2.
Segment information for the quarters ended April 30, 1999 and 1998 follows:

                                 1999                              1998
                                 ----                              ----
                          Net        Operating             Net        Operating
                        Sales           Income           Sales           Income
                        -----           ------           -----           ------
ConForms           $5,082,901         $953,762      $5,091,558         $960,239
Ultra Tech            466,689           91,999       1,140,154          171,467
Gilco                 567,943         (115,789)        493,902          (25,465)
Edison                                 (94,326)                        (106,255)
                   ----------         --------      ----------         --------

Total              $6,117,533         $835,646      $6,725,614         $999,986

Item 2.
Management's Discussion and Analysis of Operations and Financial Condition
Certain   matters   discussed  in  this  Quarterly   Report  on  Form  10-Q  are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the  statement  will  include  words such as the Company  "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe   the   Company's   future   plans,   objectives   or  goals  are  also
forward-looking  statements.  Such  forward-looking  statements  are  subject to
certain  risks and  uncertainties,  including,  but not  limited to, new product
advancements  by  competition,   significant  changes  in  industry  technology,
economic or  political  conditions  in the  countries  in which the Company does
business,  the continued availability of sources of supply, the availability and
consummation  of favorable  acquisition  opportunities,  increasing  competitive
pressures on pricing and other contract terms,  economic  factors  affecting the
Company's  customers,  stock price variations

                                       9
<PAGE>



affecting the Company's  securities trading portfolio and issues related to Year
2000  problems.  These factors could cause actual  results to differ  materially
from those  anticipated as of the date of this report.  Shareholders,  potential
investors  and other  readers are urged to consider  these factors in evaluating
the forward-looking  statements and are cautioned not to place undue reliance on
such forward-looking  statements. The forward-looking statements included herein
are only  made as of the  date of this  report  and the  Company  undertakes  no
obligation  to  publicly  update  such  forward-looking  statements  to  reflect
subsequent events or circumstances.

Net sales for the  quarter  ended April 30, 1999  decreased  $608,081  (9.0%) to
$6,117,533  when compared with the same period of the prior year.  The principal
reason for the change was due to the  decrease in large  project  sales at Ultra
Tech.  Ultra Tech's sales volume will continue to fluctuate based on its ability
to attain large project sales in the industries it serves.

As a percentage  of net sales,  gross margin for the quarter  increased to 34.7%
from 33.8% due to  improved  results  from  foreign  operations  and fewer lower
margin  project sales at Ultra Tech.  Selling,  engineering  and  administrative
expenses increased by $12,091 (1%).

Interest  expense  decreased  to $251,409  for the quarter  ended April 30, 1999
compared to $268,203 for the quarter ended April 30, 1998.  Interest  expense is
expected  to decrease  due to the debt  refinancing  described  in Note 3 of the
Notes  to  Consolidated  Financial  Statements  and  the  anticipated  principal
reductions in the future.

The $68,136 net gain on trading  securities  compared to last year's net gain of
$610,530  accounted for a majority of the change in pre-tax  income.  During the
quarter  ended  April 30,  1999,  the  Company  sold  $2,631,337  of its trading
securities  and  realized  a net  gain  of  $260,953  on  these  sales.  Trading
securities at April 30, 1999 consisted of the following:

                                                 Number of              Market
Name of Issuer/Title of Issue                      Shares               Value
-----------------------------                      ------               -----

Common Stocks:
     Glenayre Technologies, Inc.                    40,000         $   132,500
     Panavision Inc.                                   304               2,632
     Sun International Hotels                          100               4,231
     US Trust Corporation                           10,000             913,750
                                                                   -----------

Total                                                              $ 1,053,113
                                                                   ===========


Although the Company has no established formal investment  policies or practices
for  its  trading  securities  portfolio,   the  Company  generally  pursues  an
aggressive trading strategy,  focusing primarily on generating near-term capital
appreciation from its investments in common equity  securities.  Securities held
in the Company's portfolio at the end of each period are reported at fair value,
with  unrealized  gains and losses  included in earnings for that period.  These
factors, combined with the relative size of the Company's trading portfolio, has
led, and will likely continue to lead, to significant  period-to-period earnings
volatility  depending  upon the  capital  appreciation  or

                                       10

<PAGE>



depreciation of the Company's trading securities portfolio as of the end of each
reporting period. The Company does not use or buy derivative securities.

The amortization of goodwill, financing costs and stock warrants created a total
non-cash  charge of $468,886 for the first quarter  compared to $325,479 for the
prior year first quarter.  Due to the repayment of the  subordinated  bank loan,
the  guarantee  provided by the  principal  shareholder  of Edison was canceled.
Accordingly,  all remaining deferred financing costs ($143,403),  related to the
warrant issued to the principal  shareholder  for providing the guarantee,  were
expensed in the first  quarter of fiscal  1999.  The total  amortization  of all
these  non-cash  charges  for the year ended  January  31,  2000 is  expected to
approximate $660,000.

The Company  recorded  tax expense of $131,176  for the three months ended April
30, 1999,  which represents the estimated annual effective rate of 44.9% applied
to pre-tax book  income.  Deferred  income taxes  reflect the net tax effects of
temporary  differences between the carrying amount of assets and liabilities for
financial  statement  reporting  purposes  and the  amounts  used for income tax
purposes.

Net  income  of  $160,847,  or $.07 and  $.06  per  share,  basic  and  diluted,
respectively,  for the first quarter of 1999 was a decrease of $493,898 (75.4%),
from net income of $654,745,  or $.29 and $.23 per share, basic and diluted, for
the comparable  period of the prior year. This change was principally due to the
reduction of the net gain on trading securities and the increase in amortization
of the non-cash charges described above.

Liquidity and Capital Resources

The Company generated  $2,398,998 in cash from operations during the first three
months of 1999,  compared to cash flow used in  operations  of $534,899  for the
same  period  last year.  This  change was due  largely to the net  proceeds  of
$2,631,337  received  from sales of trading  securities  during the period.  The
Company used $75,607 in cash to acquire capital  equipment and received  $95,000
in cash from the maturity of a certificate of deposit. As described in Note 3 of
the Notes to Consolidated Financial Statements,  the Company refinanced its bank
debt resulting in a net debt reduction of $1,949,573 in the quarter  compared to
a net debt increase of $184,207 in the prior comparable period. The result was a
net increase in cash and cash  equivalents  of $445,904 for the first quarter of
fiscal  1999  compared  to a net  decrease  of  $293,772 in the prior year first
quarter.

The  Company  believes  that  it can  fund  proposed  capital  expenditures  and
operational  requirements from operations and currently  available cash and cash
equivalents,  investments,  trading  securities  and existing bank credit lines.
Proposed  capital  expenditures  for the fiscal year ending January 31, 2000 are
expected to total  approximately  $900,000,  compared to  $3,082,725  for fiscal
1998. The  significant  decrease is due  principally to the completion in fiscal
year 1998 of  construction  of an  addition  at the  Company's  Port  Washington
facility and the  implementation  of a new enterprise  resource planning system.
The Company also intends to sell its Cedarburg  facility.  The Company's  asking
price for the facility is  $1,295,000,  although there can be no assurance as to
when or if this facility may be sold.

                                       11
<PAGE>


The Company  intends to continue to expand its  businesses,  both internally and
through  potential  acquisitions.  The Company  currently  anticipates  that any
potential acquisitions would be financed primarily by internally generated funds
or additional borrowings or the issuance of the Company's stock.

Year 2000 Issues

During fiscal 1998, the Company engaged in a comprehensive project to select and
implement a new enterprise  resource  planning ("ERP") system that will properly
recognize  the Year  2000  problem.  This  project  involved  replacing  certain
hardware and  software  maintained  by the  Company.  The Company has received a
representation  from the ERP  software  provider  that its software is Year 2000
compliant.  On February 1, 1999, the Company started  operating with the new ERP
system.  Contingency  plans have been  developed and will be implemented if Year
2000 problems are encountered with the new ERP system.

The total cumulative cost of the project was approximately  $530,000.  Purchased
ERP system hardware and software,  approximately $385,000 of the total estimated
cost, was  capitalized in fiscal 1998.  Personnel and all other  remaining costs
related to the project were expensed as incurred in fiscal 1998.

The Company has not formally  communicated  with all its customers and suppliers
to  determine  the extent to which the  Company  is  vulnerable  to those  third
parties' failure to address Year 2000 issues. The Company's business  operations
could be affected by the Year 2000  readiness of its  customers and suppliers in
such areas as the delay in receipt of cash from customers,  the  interruption of
utilities  and the  inability of suppliers  to deliver in a timely  manner.  The
Company does not anticipate any materially adverse affect on its business due to
Year 2000 problems encountered by its customers or suppliers; however, there can
be no assurance that its business will not be materially  adversely  affected by
such problems.

Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate risk,  foreign  currency risk and equity
price risk.  These  risks  include  changes in U.S  interest  rates,  changes in
foreign currency  exchange rates as measured against the U.S. dollar and changes
in the prices of stocks traded on the U.S. markets.

Interest Rate Risk
The Company's  revolving credit  borrowings and variable rate term loans,  which
total  $12,792,028 as of April 30, 1999, are subject to interest rate risk. Most
of the borrowings  float at either the prime rate or LIBOR plus a certain amount
of basis points. Based on the April 30, 1999 balance, an increase of one percent
in the interest rate on the Company's  loans would cause an increase in interest
expense of  approximately  $128,000,  or $.03 per  diluted  share,  on an annual
basis.  The Company  currently  does not use  derivatives  to fix variable  rate
interest obligations.

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<PAGE>



Foreign Currency Risk
The Company has foreign operations in the United Kingdom and Malaysia. Sales and
purchases are typically  denominated  in the British pound,  Malaysian  ringgit,
German mark,  Singapore  dollar or U.S. dollar,  thereby  creating  exposures to
changes in  exchange  rates.  The changes in exchange  rates may  positively  or
negatively affect the Company's sales, gross margins and retained earnings.  The
Company does not enter into foreign exchange  contracts but attempts to minimize
currency  exposure  risk through  working  capital  management.  There can be no
assurance that such an approach will be successful, especially in the event of a
significant and sudden decline in the value of a currency.

Equity Price Risk
Approximately 3% of the Company's total assets as of April 30, 1999 are invested
in trading securities of various domestic  companies.  The market value of these
investments is subject to fluctuation.  This factor,  combined with the relative
size of the Company's trading portfolio  ($1,053,113 at April 30, 1999), has led
and will  likely  continue to lead,  to  significant  period-to-period  earnings
volatility  depending  upon the  capital  appreciation  or  depreciation  of the
Company's  trading  securities  portfolio.  A 10% decrease in the quoted  market
price of these trading  securities would decrease the fair market value of these
securities by approximately  $105,000,  or $0.02 per diluted share. Although the
Company has no  established  formal  investment  policies or  practices  for its
trading  securities  portfolio,  the  Company  generally  pursues an  aggressive
trading   strategy,   focusing   primarily  on  generating   near-term   capital
appreciation from its investments in common equity  securities.  Securities held
in the Company's portfolio at the end of each period are reported at fair value,
with  unrealized  gains and losses  included in earnings for that period.  These
factors, combined with the relative size of the Company's trading portfolio, has
led, and will likely continue to lead, to significant  period-to-period earnings
volatility  depending  upon the  capital  appreciation  or  depreciation  of the
Company's trading  securities  portfolio as of the end of each reporting period.
The Company does not use or buy derivative securities.

PART II.

Item 6.
Exhibits
The Exhibits filed or incorporated  by reference  herein are as specified in the
Exhibit Index.

Reports on Form 8-K
The Company  filed no reports on Form 8-K during the quarter to which the report
relates.

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<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.


                                                  EDISON CONTROL CORPORATION
(Registrant)



Date:  June 4, 1999                               /s/  Jay R. Hanamann
                                                  -----------------------
                                                       Jay R. Hanamann
                                                  (Chief Financial Officer)



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                           Edison Control Corporation

                                  Exhibit Index
                                  -------------

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

4.                   Amendment No. 1 to Master Credit  Agreement dated April 30,
                     1999 between  Construction Forms, Inc. and LaSalle National
                     Bank.

27.                  Financial Data Schedule.






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