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 October 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.)

                               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)
                            W60 N151 Cardinal Avenue
                                   PO Box 326
                            Cedarburg, WI 53012-0326
                                 (414) 377-6565

              (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 October 31, 1998
---------------------------------------------------------------


<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES

                                      INDEX



                                                                  Page Number


                          Part I Financial Information

Item 1 Financial Statements

Consolidated Balance Sheets                                       Pages 2 & 3
         October 31, 1998 (Unaudited) and
         January 31, 1998

Consolidated Statements of Operations                             Page 4
         Three and nine months ended October 31,
         1998 and 1997 (Unaudited)

Consolidated Statements of Cash Flows                             Pages 5 & 6
         Nine months ended October 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 6 Exhibits and Reports on Form 8-K                           Page 12 and
------                                                            Exhibit Index

                                       1

<PAGE>


PART I.
Item 1
Financial Statements


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


                                             October 31,          January 31,
                                                 1998               1998
                                                 ----               ----
                                             (Unaudited)
ASSETS
Current Assets:
         Cash and cash equivalents           $ 1,163,004          $ 1,037,288
         Investments                             190,000              190,000
         Trading securities                    2,770,817            3,653,763
         Trade accounts receivable, net        3,587,641            2,995,637
         Receivable from affiliates              130,377              103,482
         Inventories, net                      6,907,677            5,974,302
         Prepaid expenses and other assets        78,131              193,099
         Refundable income taxes                   9,789               81,182
         Deferred income taxes                   205,000                    0
         Deferred financing costs                635,070              983,333
                                                 -------              -------
         Total current assets                 15,677,506           15,212,086


Investment in and advances to affiliate          422,427              433,150

Other Assets:
         Prepaid pension                         202,134              283,134
         Deferred income taxes                    40,000                    0
         Deferred financing costs                      0              389,236
                                                       -              -------
            Total other assets                   242,134              672,370

Property, plant and equipment, net             8,544,673            6,945,103

Goodwill (net of amortization)                 8,748,382            8,922,576

Organizational/finance costs (net of
  amortization)                                  105,928              170,672
                                                 -------              -------


TOTAL ASSETS                                 $33,741,050          $32,355,957
                                             ===========          ===========


                                   (Continued)


                             See Accompanying Notes.

                                       2

<PAGE>



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

                                   (Continued)

                                                     October 31,     January 31,
                                                        1998             1998
                                                     (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
         Trade accounts payable                      $ 1,436,340   $ 1,261,244
         Accrued compensation                            732,050       781,566
         Taxes other than income taxes                    42,283        29,985
         Other accrued expenses                          483,801       555,045
         Deferred income taxes                                 0       115,000
         Deferred compensation                           754,250       754,250
         Current maturities on long-term debt            701,151       841,664
                                                      ----------     ---------
Total current liabilities                              4,149,875     4,338,754

Long-term debt, less current maturities               13,822,375    13,181,678

Deferred income taxes                                          0       245,000
                                                              --     ---------

TOTAL LIABILITIES                                     17,972,250    17,765,432


Stockholders' 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                                      5,447,892     4,558,493
Accumulated other comprehensive income                   104,214        (7,162)
                                                      ----------   -----------

TOTAL STOCKHOLDERS' EQUITY                            15,768,800    14,590,525
                                                      ------------  ----------


TOTAL LIABILITIES AND EQUITY                        $ 33,741,050  $ 32,355,957
                                                    =============   ==========




                             See Accompanying Notes.

                                       3

<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                   (Unaudited)
<TABLE>

                                              Three Months Ended           Nine Months Ended
                                               October 31,                    October 31,
<CAPTION>

                                         1998           1997             1998              1997
                                         ----           ----             ----              ----
<S>                                    <C>            <C>             <C>               <C>        
NET SALES                              $6,498,890     $7,048,009      $20,106,180       $18,126,002


COST OF GOODS SOLD                      4,134,410      4,264,589       12,815,869        11,320,989
                                        ---------      ---------       ----------        ----------

2.       GROSS PROFIT                   2,364,480      2,783,420        7,290,311        6,805,013


OTHER OPERATING EXPENSES:
  Selling, engineering and
      administrative expenses           1,137,889      1,045,597        3,464,185         3,214,046

  Stock option amortization                     0              0                0           298,558

  Goodwill and organizational/
       finance cost amortization           79,646         79,635          238,938           238,905
                                           ------         ------          -------           -------

   Total other operating expenses       1,217,535      1,125,232        3,703,123         3,751,509
                                        ---------      ---------        ---------         ---------

3.       OPERATING INCOME               1,146,945      1,658,188        3,587,188         3,053,504


OTHER EXPENSE (INCOME):
  Interest expense                        219,798        274,859          725,883           867,738
  Realized losses (gains) on
      trading securities                   91,219       (96,022)        (134,852)         (319,163)
  Unrealized losses on
      trading securities                  803,614        407,178          823,360            51,119
  Stock warrant amortization              245,833        245,833          737,500           737,500

  Miscellaneous income                   (38,883)       (76,273)        (140,440)         (114,850)
                                         --------       --------        ---------         ---------
   Total other expense                  1,321,581        755,575        2,011,451         1,222,344
                                        ---------        -------        ---------         ---------

 (LOSS) INCOME BEFORE
4.         INCOME TAXES (CREDIT)        (174,636)        902,613        1,575,737         1,831,160



INCOME TAXES (CREDIT)                    (52,138)        392,397          686,338           785,225
                                         --------        -------          -------           -------



NET (LOSS) INCOME                      $(122,498)       $510,216         $889,399        $1,045,935
                                       ==========       ========         ========        ==========


Net (loss) income per share-basic          ($.05)           $.22             $.38              $.46

Net (loss) income per share-diluted        ($.05)           $.19             $.31              $.39

</TABLE>

                             See Accompanying Notes.


                                       4
<PAGE>


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


                                                       1998            1997
                                                       ----            ----
Net income                                             $889,399     $1,045,935

Adjustments   to  reconcile  net  income  to  
net  cash  provided  by  operating activities:
     Depreciation and amortization                    1,503,921      1,782,027
     Loss on sale of equipment                            3,592              0
     Provision for doubtful accounts                     54,375         80,353
     Realized gain on sales of trading securities     (134,852)      (319,163)
     Unrealized loss on trading securities              823,360         51,119
     Purchases of trading securities                (2,013,188)    (3,608,474)
     Proceeds from the sale of trading securities     2,207,626      3,998,444
     Equity in earnings of affiliate                   (80,000)       (54,000)

Changes in assets and liabilities:
     Accounts receivable                              (646,379)    (1,439,958)
     Receivable from affiliate                         (26,895)        115,017
     Inventories                                      (933,375)      (473,686)
     Prepaid expenses and other assets                  195,968        128,386
     Trade accounts payable                             175,096        290,378
     Accrued compensation                              (49,516)         59,930
     Taxes other than income taxes                       12,298         58,164
     Accrued expenses                                  (71,244)        200,001
     Deferred income taxes                            (605,000)      (449,000)
     Income taxes payable                                71,393        306,640
                                                         ------        -------

        Total adjustments                               487,180        726,178
                                                        -------        -------

NET CASH PROVIDED BY
     OPERATING ACTIVITIES                             1,376,579      1,772,113
                                                      ---------      ---------

Cash flows from investing activities:
     Additions to plant and equipment               (2,141,913)      (347,506)
     Proceeds from sale of equipment                     11,267              0
     Maturity of certificate of deposit                       0         94,000
                                                              -         ------

NET CASH USED IN INVESTING
     ACTIVITIES                                     (2,130,646)      (253,506)
                                                    -----------      ---------

                                   (Continued)

                             See Accompanying Notes.

                                       5

<PAGE>


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

                                   (Continued)

                                                        1998            1997
                                                        ----            ----

Cash flows from financing activities:
     Proceeds from issuance of long-term debt       $1,775,000        $400,000
     Principal payments on long-term debt          (1,274,816)     (1,764,831)
     Payments received from affiliates                  90,723               0
     Stock options exercised                           177,500               0
                                                       -------               -

NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES                              768,407     (1,364,831)
                                                       -------     -----------

EFFECT OF EXCHANGE RATE CHANGES
      ON CASH                                          111,376          43,174
                                                       -------          ------

NET INCREASE IN CASH
     AND CASH EQUIVALENTS                              125,716         196,950

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

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                                  $1,163,004        $968,958
                                                    ==========       =========


Supplemental disclosure of cash flow information:

     Cash paid during the period for income taxes   $1,219,945        $927,585
     Cash paid during the year for interest            718,379         845,655




                             See Accompanying Notes.


                                       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 nine-month  period
ending October 31, 1998 are not  necessarily  indicative of the results that may
be expected for other interim  periods or the year ended  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
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 above operations.

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 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 (loss) 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 (loss) per share
effective for interim and annual  periods ending after December 1997. Net income
(loss) per share for the three and nine-month periods ended October 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
nine-month  periods ended  October 31, 1998 and 1997 are  summarized as follows:
The stock  options and  warrants  were  antidilutive  for the three months ended
October 31, 1998.
<TABLE>
<CAPTION>

                                                 Three Months Ended                 Nine Months Ended
                                                     October 31,                       October 31,
                                                1998           1997       1998             1997
                                                ----           ----       ----             ----
Net (loss) income per share-basic:
<S>                                         <C>             <C>            <C>          <C>        
      Net (loss) income (numerator)         ($122,498)      $ 510,216      $ 889,399    $ 1,045,935

      Weighted average shares
         outstanding (denominator)           2,346,933      2,275,933      2,310,913      2,275,933

      Net (loss) income per share-basic         ($.05)          $ .22          $ .38          $ .46

Net (loss) income per share-diluted:
      Net (loss) income (numerator)         ($122,498)      $ 510,216      $ 889,399     $1,045,935

      Weighted average shares
         outstanding (denominator)           2,346,933      2,275,933      2,310,913      2,275,933

      Effect of dilutive securities:
         Stock options                               0        125,660        183,401         98,918
         Stock warrants                              0        326,802        391,270        314,858
      Weighted average shares
         outstanding (denominator)           2,346,933      2,728,395      2,885,584      2,689,709

      Net (loss) income per share-diluted       ($.05)          $ .19          $ .31          $ .39
</TABLE>

                                       8

<PAGE>

         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 (loss),  which was comprised of net
income  (loss)  and  foreign  currency  translation  adjustments,   amounted  to
approximately  ($19,000) and $491,000 for the three-month  periods ended October
31, 1998 and 1997, respectively,  and approximately $1,001,000 and 1,089,000 for
the nine-month periods ended October 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,  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  customer  base and stock price  variations  affecting  the  Company's
securities trading portfolio. 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 October 31, 1998  decreased  $549,119  (7.8%) to
$6,498,890 compared with $7,048,009 for the same period of the prior year. Large
project  sales to power and  phosphate  industry  customers at Ultra Tech in the
quarter  ended October 31, 1997  accounted for the decrease.  For the first nine
months of the year,  net  sales  increased  $1,980,178  (10.9%)  to  $20,106,180
compared to $18,126,002  for the same period of the prior year.  Strong domestic
sales at  ConForms  and the  inclusion  of sales  from the  Company's  Malaysian
operation, which started in October 1997, accounted for the increase.

                                       9



<PAGE>

As a percentage of net sales,  gross margin decreased to 36.4% and 36.3% for the
three and nine-month  periods ended October 31, 1998 compared to 39.5% and 37.5%
for the three and  nine-month  periods ended  October 31, 1997.  This was due to
product mix variations and the increase of lower margin foreign sales.  Selling,
engineering and administrative  expenses for the quarter increased to $1,137,889
from  $1,045,597.  The increase was mainly due to increased  sales and marketing
expenses  relating to foreign  sales.  Selling  engineering  and  administrative
expenses  represented  17.2% and 17.7% of net sales for the  nine-month  periods
ended October 31, 1998 and 1997, respectively.

Interest expense was $219,798 and $725,883 for the three-and  nine-month periods
ended  October 31, 1998  compared to  $274,859  and  $867,738  for the three and
nine-month periods ended October 31, 1997. This change resulted from a reduction
of the average outstanding debt from the same periods last year.

The net loss on trading  securities  was $894,833 for the quarter  ended October
31, 1998 compared to last year's net loss of $311,156. For the nine months ended
October 31, 1998, the net loss was $688,508,  compared to a net gain of $268,044
for the same period last year.  A major  reason for the decrease for the quarter
ended  October 31, 1998 was related to the  decrease in the market  value of the
Company's holdings in Cendant and US Trust  Corporation.  A major reason for the
decrease for the nine months ended  October 31, 1998 was related to the decrease
in the market value of the Company's holdings in Cendant,  Glenayre Technologies
and  VIVUS,  Inc.  Trading  securities  at October  31,  1998  consisted  of the
following:   
                                           Number of             Market
Name of Issuer/Title of Issue               Shares               Value
Common Stocks:

     Cendant Corp.                         20,000         $   228,750
     Equity One Inc.                        9,500              86,687
     Glenayre Technologies, Inc.           40,000             240,000
     Panavision Inc.                          304               4,845
     Raytheon                               2,812             157,472
     Sun International Hotels              10,100             404,000
     US Trust Corporation                  25,000           1,592,188
     VIVUS                                 20,000              56,875
                                                            ---------

Total                                                     $ 2,770,817
                                                          ===========


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.

                                       10

<PAGE>

The amortization of goodwill,  financing costs, stock options and stock warrants
created a total  non-cash  charge of $976,438 for the nine months ended  October
31, 1998 compared to $1,274,963  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 all these non-cash  charges for the year ended January 31, 1999
is expected to approximate $1,300,000.

The Company  recorded tax expense of $686,338 for the nine months ended  October
31, 1998, which represented the estimated annual effective rate of 43.6% 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 loss of $122,498, or $.05 per basic and diluted share, for the quarter ended
October 31,1998  represented a decrease of $632,714 from net income of $510,216,
or $.22 and $.19 per basic and diluted share,  respectively,  for the comparable
period of the prior year. The decrease in net income of $632,714 for the quarter
was due largely to the  $583,677 net  increase of trading  securities  losses to
$894,833  for the quarter  ended  October 31,  1998 from  $311,156  for the same
period of the prior year. For the nine months ended October 31, 1998, net income
was  $889,399,  or $.38 and $.31 per  basic  and  diluted  share,  respectively,
compared  to net income of  $1,045,935,  or $.46 and $.39 per basic and  diluted
share,  respectively,  in the prior  year.  The reason for the  decrease  in net
income for the nine month  period  ended  October 31,  1998 was the  unfavorable
change in trading  security  performance  of $956,552 which more than offset the
17.5% increase in operating earnings of $533,684.

Liquidity and Capital Resources

The Company  generated  $1,376,579 in cash from operations during the first nine
months  of  1998.  The  Company  used  $2,141,913  of  cash to  acquire  capital
equipment,  mostly for the new building  addition in Port Washington and the new
enterprise resource planning (ERP) system, and received 500,184 in cash from net
long-term debt activity. The Company also received $177,500 from the exercise of
stock  options  during May 1998.  The result was a net increase in cash and cash
equivalents  of  $125,716  for the first nine  months of 1998  compared to a net
increase of $196,950 in the prior year's first nine months

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 $2,900,000 compared to $554,923 for fiscal 1997.
The significant  increase was due principally to the construction of an addition
at the Company's Port Washington  facility and the  implementation  of a new ERP
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.


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<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

The Company is in the process of addressing  the Year 2000 problem.  The Company
is currently engaged in a comprehensive  project to implement the new ERP system
that will  properly  recognize  the Year 2000  problem.  This  project  involves
replacing certain hardware and software  maintained by the Company.  The Company
expects to complete this project in early 1999. If problems  arise in early 1999
in implimenting  this system,  then  contingency  plans will be developed in the
first  quarter of 1999.

The Company  estimates  that the total  cumulative  cost of this project will be
approximately  $500,000, and will be funded through the Company's operating cash
flows or its 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.

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 does not anticipate
any materially  adverse affect on its business due to Year 2000 problems 
encountered by its customers or vendors; however, there can be no assurances 
that it's business will not be materialy adversely affected by such problems.


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
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: December 7, 1998                              /s/     Jay R. Hanamann
                                                    -----------------------
                                                            Jay R. Hanamann
                                                    (Chief Financial Officer)


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<PAGE>

                           Edison Control Corporation

                                  Exhibit Index



Exhibit No.                 Description

27.                         Financial Data Schedule.



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