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 July 31, 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 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.)

                            W60 N151 Cardinal Avenue
                                   PO Box 326
                            Cedarburg, WI 53012-0326
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (414) 377-6565
              (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 July 31, 1998

   <PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                                     INDEX

                                                           Exhibit Reference
                                                           or Form 10-Q
                                                           Page Number

                          Part I Financial Information

   Item 1 Financial Statements

   Consolidated Balance Sheets                             Pages 2-3
        July 31, 1998 (Unaudited) and 
        January 31, 1998

   Consolidated Statements of Income                       Page 4
        Three and six months ended July 31, 
        1998 and 1997 (Unaudited)

   Consolidated Statements of Cash Flows                   Pages 5-6
        Six months ended July 31, 
        1998 and 1997 (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

                            Part II Other Information

   Item 4  Submission of Matters to a Vote of
        Security Holders                                   Page 12
    
    Item 6 Exhibits and Reports on Form 8-K                Page 12 and
                                                           Exhibit Index

   <PAGE>
                                     PART I.
   Item 1.  Financial Statements

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       July 31, 1998 and January 31, 1998

                                                      July 31,   January 31,
                                                        1998        1998
                                                    (Unaudited)
   ASSETS
   Current Assets:
      Cash and cash equivalents                    $   603,334   $ 1,037,288
      Investments                                      190,000       190,000
      Trading securities                             4,293,755     3,653,763
      Trade accounts receivable, net                 3,725,227     2,995,637
      Receivable from affiliates                        97,580       103,482
      Inventories, net                               6,391,454     5,974,302
      Prepaid expenses and other assets                166,151       193,099
      Refundable income taxes                                0        81,182
      Deferred financing costs                         880,903       983,333
                                                    ----------    ----------
         Total current assets                       16,348,404    15,212,086

   Investment in and advances to affiliate             458,150       433,150

   Other Assets:
      Prepaid pension                                  229,134       283,134
      Deferred financing costs                               0       389,236
                                                    ----------    ----------
         Total other assets                            229,134       672,370
   Property, plant and equipment, net                7,198,923     6,945,103

   Goodwill (net of amortization)                    8,806,446     8,922,576

   Organizational/finance costs (net of
     amortization)                                     127,509       170,672
                                                    ----------    ----------
   TOTAL ASSETS                                    $33,168,566   $32,355,957
                                                   ===========   ===========
   LIABILITIES AND SHAREHOLDERS' EQUITY
   Current Liabilities:
      Trade accounts payable                       $ 1,545,927   $ 1,261,244
      Accrued compensation                             588,667       781,566
      Taxes other than income taxes                     58,532        29,985
      Other accrued expenses                           492,553       555,045
      Income taxes payable                             242,266             0
      Deferred income tax                              110,000       115,000
      Deferred compensation                            754,250       754,250
      Current maturities on long-term debt             841,664       841,664
                                                    ----------    ----------
        Total current liabilities                    4,633,859     4,338,754

   Long-term debt, less current maturities          12,686,718    13,181,678

   Deferred income taxes                                60,000       245,000
                                                    ----------    ----------
   TOTAL LIABILITIES                                17,380,577    17,765,432

   Shareholders' Equity:
   Preferred stock, $.01 par value: 1,000,000 shares
      authorized, none issued                                0             0
   Common stock, $.01 par value: 20,000,000 and 
      10,000,000 shares authorized, respectively,
       issued and outstanding 2,346,933 and 
       2,275,933 shares, respectively                   23,469        22,759
   Additional paid-in capital                       10,193,225    10,016,435
   Retained earnings                                 5,570,390     4,558,493
   Accumulated other comprehensive income                  905        (7,162)
                                                    ----------    ----------
   TOTAL SHAREHOLDERS' EQUITY                       15,787,989    14,590,525
                                                    ----------    ----------
   TOTAL LIABILITIES AND EQUITY                    $33,168,566   $32,355,957
                                                   ===========   ===========

                             See Accompanying Notes.

   <PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                THREE AND SIX MONTHS ENDED JULY 31, 1998 AND 1997
                                   (Unaudited)

                                 Three Months Ended      Six Months Ended
                                       July 31,              July 31,
                                 1998        1997        1998        1997 

   NET SALES                  $6,881,676  $5,370,762 $13,607,290 $11,077,993 

   COST OF GOODS SOLD          4,228,026   3,373,648   8,681,459   7,056,400 
                               ---------   ---------  ----------   ---------
   GROSS PROFIT                2,653,650   1,997,114   4,925,831   4,021,593 

   OTHER OPERATING EXPENSES:
     Selling, engineering and
      administrative expenses  1,133,747   1,085,678   2,326,296   2,168,449 
     Stock option amortization         0     109,995           0     298,558 
     Goodwill and organizational/
      finance cost amortization   79,646      79,635     159,292     159,270 
                               ---------   ---------  ----------   ---------
      Total other operating 
       expenses                1,213,393   1,275,308   2,485,588   2,626,277 
                               ---------   ---------  ----------   ---------

   OPERATING INCOME            1,440,257     721,806   2,440,243   1,395,316 

   OTHER EXPENSE (INCOME):
     Interest expense            237,882     281,895     506,085     592,879 
     Realized gains on
      trading securities        (238,321)   (418,829)   (226,071)   (223,141)
     Unrealized losses (gains)
      on trading securities      642,526    (792,959)     19,746    (356,059)
     Stock warrant amortization  245,834     245,832     491,667     491,667 
     Miscellaneous income        (62,386)    (16,405)   (101,557)    (38,577)
                               ---------   ---------  ----------   ---------
      Total other expense
       (income)                  825,535    (700,466)    689,870     466,769 
                               ---------   ---------  ----------   ---------
   INCOME BEFORE INCOME TAXES    614,722   1,422,272   1,750,373     928,547 

   INCOME TAXES                  257,570     572,788     738,476     392,828 
                               ---------   ---------  ----------   ---------
   NET INCOME                   $357,152    $849,484  $1,011,897    $535,719 
                               =========   =========  ==========   =========
   Net income per share-basic       $.15        $.37        $.44        $.24 

   Net income per share-diluted     $.12        $.32        $.35        $.20 


                            See Accompanying Notes. 

   <PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JULY 31, 1998 AND 1997
                                   (Unaudited)

                                                        1998         1997
   Net income                                        $1,011,897   $  535,719 
   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                   1,014,702    1,286,894
      Provision for doubtful accounts                    20,669       57,546
         Loss on sale of equipment                        3,592            -
      Realized gain on sales of trading securities     (226,071)    (223,141)
      Unrealized loss (gain) on trading securities       19,746     (356,059)
      Purchases of trading securities                (2,013,187)  (2,416,312)
      Proceeds from the sale of trading securities    1,579,520    2,867,187 
      Equity in earnings of affiliate                   (55,000)     (20,000)

   Changes in assets and liabilities:
      Accounts receivable                              (750,259)    (183,245)
      Receivable from affiliate                           5,902       86,917 
      Inventories                                      (417,152)    (150,094)
      Prepaid expenses and other assets                  80,948       76,078 
      Trade accounts payable                            284,683      143,469 
      Accrued compensation                             (192,899)     (44,769)
      Taxes other than income taxes                      28,547       10,881 
      Accrued expenses                                  (62,491)      62,448 
      Deferred income taxes                            (190,000)    (194,000)
      Income taxes payable                              323,448      (28,328)
                                                     ----------   ----------
         Total adjustments                             (545,302)     975,472 
                                                     ----------   ----------
   NET CASH PROVIDED BY
      OPERATING ACTIVITIES                              466,595    1,511,191 
                                                     ----------   ----------
   Cash flows from investing activities:
      Additions to plant and equipment                 (632,422)    (216,638)
      Maturity of certificate of deposit                      0       94,000 
      Proceeds from sale of equipment                    11,267            0 
                                                     ----------   ----------
   NET CASH USED IN INVESTING ACTIVITIES               (621,155)    (122,638)
                                                     ----------   ----------
   Cash flows from financing activities:
      Proceeds from issuance of long-term debt       $  600,000   $        0 
      Principal payments on long-term debt           (1,094,960)  (1,558,437)
      Payments received from affiliates                  30,000 
      Stock options exercised                           177,500            0 
                                                     ----------   ----------
   NET CASH USED IN FINANCING ACTIVITIES               (287,460)  (1,558,437)
                                                     ----------   ----------
   EFFECT OF EXCHANGE RATE CHANGES ON CASH                8,066       62,430 
                                                     ----------   ----------
   NET DECREASE IN CASH AND CASH EQUIVALENTS           (433,954)    (107,454)

   CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     1,037,288      772,008 
                                                     ----------   ----------

   CASH AND CASH EQUIVALENTS, END OF PERIOD          $  603,334   $  664,554 
                                                     ----------   ----------
   Supplemental disclosure of cash flow information:

   Cash paid during the period for income taxes      $  605,028   $  615,156 
   Cash paid during the period for interest             504,044      567,866 

                             See Accompanying Notes.

   <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 six-month period ending July 31, 1998 are not
   necessarily indicative of the results that may be expected for other
   interim periods or the year ending January 31, 1999.  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, 1998.

   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 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
   Ultra Tech.

   Trading Securities - Debt and equity securities purchased and held
   principally for the purpose of selling them 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 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.

   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 accumulated other comprehensive income
   in the equity section of the accompanying consolidated balance sheets.

   Accounting Pronouncements - Statement of Financial Accounting Standards
   ("SFAS") No. 123, "Accounting for Stock-Based Compensation" was issued in
   1995.  The Company has elected to continue to account for stock-based
   compensation under Accounting Principles Board Opinion No. 25 as allowed
   by SFAS No. 123.

   In June 1997, the Financial Accounting Standards Board issued SFAS No.
   131, "Disclosures about Segments of an Enterprise and Related
   Information."  The Statement is effective for fiscal 1998.  The Company is
   in the process of evaluating the disclosure requirements.  The adoption of
   SFAS No. 131 will not have an impact on the Company's consolidated
   financial statements.

   Net income  per share - Effective for 1997, the Company adopted Statement
   of Financial  Accounting Standards ("SFAS") No. 128 "Earnings Per Share,"
   which established new standards for the calculation of net income per
   share effective for interim and annual periods ending after December 1997. 
   Net income per share for the three and six month periods ended July 31,
   1997 has been restated to comply with SFAS No. 128.  Reconciliation of the
   numerator and denominator of the basic and diluted per share computations
   for the three and six-month periods ended July 31, 1998 and 1997 are
   summarized as follows:

                                  Three Months Ended       Six Months Ended
                                         July 31,               July 31,
                                    1998        1997      1998         1997
   Net income per share basic:
      Net income (numerator)    $ 357,152   $ 849,484  $1,011,897   $ 535,719

      Weighted average shares
       outstanding 
       (denominator)            2,326,283   2,275,933   2,301,373   2,275,933

      Net income per 
       share-basic                  $ .15       $ .37       $ .44       $ .24

   Net income per 
    share-diluted:
      Net income (numerator)    $ 357,152   $ 849,484  $1,011,897   $ 535,719

      Weighted average shares
       outstanding 
       (denominator)            2,326,283   2,275,933   2,301,373   2,275,933

      Effect of dilutive 
       securities:
          Stock options           188,020      52,387     179,510      85,114
          Stock warrants          382,118     290,521     385,346     308,245
      Weighted average shares 
       outstanding 
       (denominator)            2,896,421   2,618,841   2,866,229   2,669,292

      Net income per 
       share-diluted                $ .12       $ .32       $ .35       $ .20


   Comprehensive Income- Effective February 1, 1998, the Company adopted SFAS
   No. 130,  "Reporting Comprehensive Income."  Statement 130 establishes new
   rules for the reporting and display of comprehensive income and its
   components.  The adoption of this Statement had no impact on the Company's
   net income or shareholders' equity.  Statement 130 requires the Company's
   foreign currency translation adjustments, which prior to adoption were
   reported separately in shareholders' equity, to be included in other
   comprehensive income.  Prior year financial statements have been
   reclassified to conform with the requirements of Statement 130. Total
   comprehensive income, which was comprised of net income and foreign
   currency translation adjustments, amounted to approximately $277,000 and
   $876,000 for the three month periods ending July 31, 1998 and 1997,
   respectively, and approximately $1,020,000 and $598,000 for the six-month
   periods ended July 31, 1998 and 1997, respectively.

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

   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 which are
   described in close proximity to such statements and which would 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 July 31, 1998 increased  $1,510,914
   (28.1%) to $6,881,676 compared with the same period of the prior year. 
   For the first six months of the year, net sales increased $2,529,297
   (22.8%) to $13,607,290.  Strong domestic sales at ConForms, large project
   sales at Ultra Tech and the inclusion of sales from the Company's
   Malaysian operation, which started in October 1997, accounted for the
   increase.

   As a percentage of net sales, gross margin for the quarter increased to
   38.6% from 37.2% due to improved pricing on Ultra Tech sales and improved
   fixed cost coverage from the increased sales volume at ConForms.  Gross
   margin for the six months ended July 31, 1998 was 36.2% compared to 36.3%
   for the six months ended July 31, 1997.  Selling, engineering and
   administrative expenses as a percentage of sales improved to 16.5% and
   17.1% for the three and six-month periods ended July 31, 1998 compared to
   20.2% and 19.6% for the same periods last year.  This improvement was
   primarily due to leveraging higher sales volumes with minimal increases in
   selling, engineering and administrative expenses.

   Interest expense decreased to $237,882 and $506,085 for the three and six-
   month periods ended July 31, 1998 compared to $281,895 and $592,879 for
   the similar periods ended July 31, 1997.  This change resulted from a
   reduction of outstanding debt from the same period last year.

   The net loss on trading securities of $404,205 for the quarter ended
   July 31, 1998 compared to last year's net gain of $1,211,788 accounted for
   the major change in the Company's pre-tax income for the quarter ended
   July 31, 1998.  For the six months ended July 31, 1998, the net gain was
   $206,325 compared to a net gain on trading securities of $579,200 for the
   same period last year.  The principal reason for the decrease was related
   to the decrease in the market values of Cendant, Glenayre Technologies,
   Inc. and VIVUS, which was offset by an increase in market value of US
   Trust Corporation.  Trading securities at July 31, 1998 consisted of the
   following:

                                                  Number of         Market
   Name of Issuer/Title of Issue                     Shares          Value
   Common Stocks:
        Cendant Corp.                                30,000     $  519,375
        Comsat Corp.-Series 1                           500         15,375
        Equity One Inc.                              10,000         91,250
        General Motors Corp.                          5,000        213,125
        Glenayre Technologies, Inc.                  40,000        327,500
        NCR Corp.                                    10,000        338,750
        Panavision, Inc. (New)                          304          7,068
        Raytheon (spin-off from GM)                   2,812        152,375
        Sun International Hotels                     10,100        441,875
        Talbots, Inc.                                 2,000         46,750
        US Trust Corporation                         25,000      2,007,812
        VIVUS                                        20,000        132,500
                                                                ----------
   Total                                                        $4,293,755
                                                                ==========

   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.

   The amortization of goodwill, financing costs, stock options and stock
   warrants created a total non-cash charge of $650,959 for the six months
   ended July 31, 1998 compared to $949,495 for the prior year.  This
   reduction was due to the deferred compensation for stock options granted
   in connection with the ConForms' acquisition being fully amortized as of
   June 21, 1997.  The total amortization of these non-cash charges for the
   year ended January 31, 1999 is expected to approximate $1,300,000.

   The Company recorded tax expense of $738,476 for the six months ended
   July 31, 1998, which represents an estimated annual effective rate of
   42.2% 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 for the quarter ended July 31, 1998 of $357,152, or $.15 and
   $.12 per basic and diluted share, respectively, was a decrease of $492,332
   compared to net income of $849,484, or $.37 and $.32 per basic and diluted
   share, respectively, for the comparable period of the prior year.  This
   change was principally due to the net loss on trading securities for the
   quarter compared to last year's net gain for the quarter.  For the six
   months ended July 31, 1998, net income was $1,011,897, or $.44 and $.35
   per basic and diluted share, respectively, compared to net income of
   $535,719, or $.24 and $.20 per basic and diluted share, respectively, in
   the comparable period of the prior year.  This change was the result of a
   74.9% increase in operating income that was offset by a 64.4% decrease on
   the net gain on trading securities.

   Liquidity and Capital Resources

   The Company generated $466,595 in cash from operations during the first
   six months of 1998.  The Company used $632,422 in cash to acquire capital
   equipment and $494,960 in cash to pay back long-term debt.  The Company
   also received $177,500 from the exercise of stock options during May 1998. 
   The result was a net decrease in cash and cash equivalents of $433,953 for
   the six months compared to a net decrease of $107,454 in the prior year's
   first six months.  The difference between the two periods was attributable
   to the increased capital spending and increases in accounts receivable and
   inventories caused by the significant increase in sales activity.

   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, 1999 are expected to total approximately $2,500,000 compared
   to $554,923 for fiscal 1997.  The significant increase is due principally
   to the 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 $1,350,000, although there can
   be no assurance as to when or if this facility may be sold.

   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

   As is the case with most other companies using computers in their
   operations, the Company is in the process of addressing the Year 2000
   problem.  The Company is currently 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 involves
   replacing certain hardware and software maintained by the Company. 
   Management expects to complete this project in early 1999.  The Company
   estimates that the total cumulative cost of the project will be
   approximately $500,000 and will be funded through the Company's operating
   cash flows or the existing bank line of credit.  Purchased ERP system
   hardware and software, approximately $350,000 of the total estimated cost,
   will be capitalized in accordance with normal policy.  Personnel and all
   other costs related to the project are currently, and will continue to be,
   expensed as incurred.


                                    PART II.

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

   On June 9, 1998, the Company held its 1998 Annual Meeting of Shareholders. 
   Of the 2,275,933 shares issued and outstanding, holders of 2,007,276
   shares were present, represented in person or by proxy.  Two matters
   required vote by the security holders.  First, Robert L. Cooney, John J.
   Delucca, William B. Finneran, Alan J. Kastelic, Mary E. McCormack, Jay J.
   Miller, and William C. Scott were elected to the Board of Directors
   (2,003,776 votes for each and 3,500 votes withheld for each).  The other
   matter requiring a vote related to the approval of a proposed amendment to
   the Company's Certificate of Incorporation to increase the number of
   authorized shares of Common Stock, $.01 par value, of the Company from
   10,000,000 to 20,000,000.  A majority of the votes cast by shareholders
   were voted in favor of the amendment (1,991,526 votes for, 15,750 votes
   against).  There were no broker non-votes to the Company's knowledge. 

   Item 6.  Exhibits

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

   Reports on Form 8-K

   No reports on Form 8-K were filed by the Company during the quarter to
   which the report relates.

   <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: September 4, 1998            /s/  Jay R. Hanamann
                                           Jay R. Hanamann
                                      (Chief Financial Officer)

   <PAGE>
                           Edison Control Corporation
                                  Exhibit Index

   Exhibit No.    Description

   3.(i)(a)       Amendment to the Company's Certificate of Incorporation.
   3.(i)(b)       Certificate of Incorporation of the Company, effective
                  June 15, 1998.
   27.            Financial Data Schedule.