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, 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 July 31, 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
         July 31, 1999 (Unaudited) and
         January 31, 1999

Consolidated Statements of Operations                             Page 4
         Three and six months ended July 31,
         1999 and 1998 (Unaudited)

Consolidated Statements of Cash Flows                             Pages 5-6
         Six months ended July 31,
         1999 and 1998 (Unaudited)

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

Item 2 Management's Discussion and Analysis of                    Pages 10-13
----------------------------------------------
         Operations and Financial Condition
         ----------------------------------

Item 3 Quantitative and Qualitative Disclosures
-----------------------------------------------
         About Risk                                               Page 13
         ----------

                            Part II Other Information
                            -------------------------

Item 4 Submission of Matters to a Vote of
-----------------------------------------
         Security Holders                                         Pages 13-14
         ----------------

Item 6 Exhibits                                                   Page 14 and
---------------                                                   Exhibit Index


                                       1
<PAGE>

PART I.
Item 1
Financial Statements
--------------------

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


                                                      July 31,      January 31,
                                                       1999             1999
                                                       ----             ----
                                                    (Unaudited)
ASSETS
Current Assets:
         Cash and cash equivalents                 $   548,109      $   468,072
         Investments                                    95,000          190,000
         Trading securities                          1,135,213        3,616,314
         Trade accounts receivable, net              4,138,579        3,513,342
         Receivable from affiliate                     118,836           93,575
         Inventories, net                            6,661,584        7,619,746
         Prepaid expenses and other assets             317,650          193,650
         Refundable income taxes                             0          120,505
         Deferred income taxes                          77,000            2,000
         Assets held for sale                          922,200        1,032,200
         Deferred financing costs                            0          389,236
                                                   -----------      -----------
            Total current assets                    14,014,171       17,238,640

Investment in and advances to affiliate                456,263          421,263

Other Assets:
         Prepaid pension                                93,499          151,477
         Deferred income taxes                         279,000          129,000
                                                   -----------      -----------
            Total other assets                         372,499          280,477

Property, plant and equipment, net                   7,910,045        8,187,899

Goodwill (net of amortization)                       8,574,187        8,690,318

Organizational/finance costs (net of
  amortization)                                         48,081           84,400
                                                   -----------      -----------
TOTAL ASSETS                                       $31,375,246      $34,902,997
                                                   ===========      ===========

                                   (Continued)

                             See Accompanying Notes.

                                       2
<PAGE>

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

                                   (Continued)

                                                      July 31,      January 31,
                                                       1999            1999
                                                       ----            ----
                                                    (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
         Trade accounts payable                     $ 1,092,014     $ 1,939,917
         Accrued compensation                           572,519         739,938
         Taxes other than income taxes                   62,369          21,325
         Other accrued expenses                         520,106         522,694
         Income taxes payable                           132,058               0
         Deferred compensation                          754,250         754,250
         Current maturities on long-term debt           933,439         530,423
                                                     ----------      ----------
            Total current liabilities                 4,066,755       4,508,547

Long-term debt, less current maturities              10,333,965      14,211,178
                                                     ----------      ----------
Total Liabilities                                    14,400,720      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                                     6,571,065       5,760,823
Accumulated other comprehensive income                   56,767          75,755
                                                     ----------      ----------
Total Shareholders' Equity                           16,974,526      16,183,272
                                                     ----------      ----------
TOTAL LIABILITIES AND EQUITY                        $31,375,246     $34,902,997
                                                    ===========     ===========


                             See Accompanying Notes.


                                       3
<PAGE>
<TABLE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                THREE AND SIX MONTHS ENDED JULY 31, 1999 AND 1998
                                   (Unaudited)
<CAPTION>
                                                   Three Months Ended               Six Months Ended
                                                   ------------------               ----------------
                                                        July 31,                         July 31,
                                                        -------                          -------
                                               1999              1998             1999              1998
                                               ----              ----             ----              ----
<S>                                         <C>               <C>             <C>               <C>
NET SALES                                   $6,932,566        $6,881,676      $13,050,099       $13,607,290

COST OF GOODS SOLD                           4,383,457         4,228,026        8,381,054         8,681,459
                                             ---------         ---------       ----------        ----------
GROSS PROFIT                                 2,549,109         2,653,650        4,669,045         4,925,831

OTHER OPERATING EXPENSES:
  Selling, engineering and
    administrative expenses                  1,107,684         1,133,747        2,312,324         2,326,296
  Goodwill and organizational/
    finance cost amortization                   72,800            79,646          152,450           159,292
                                             ---------         ---------       ----------        ----------
  Total other operating expenses             1,180,484         1,213,393        2,464,774         2,485,588
                                             ---------         ---------       ----------        ----------

OPERATING INCOME                             1,368,625         1,440,257        2,204,271         2,440,243

OTHER EXPENSE (INCOME):
  Interest expense                             207,418           237,882          458,827           506,085
  Realized  losses (gains) on
    trading securities                           4,500          (238,321)        (256,453)         (226,071)
  Unrealized  (gains) losses on
    trading securities                         (11,176)          642,526          181,641            19,746
  Stock warrant amortization                                     245,834          389,236           491,667
  Write down of assets held for
    sale to net realizable value               110,000                            110,000
  Miscellaneous income                         (16,932)          (62,386)         (45,818)         (101,557)
                                             ---------         ---------       ----------        ----------
  Total other expense                          293,810           825,535          837,433           689,870
                                             ---------         ---------       ----------        ----------

INCOME BEFORE INCOME
   TAXES                                     1,074,815           614,722        1,366,838         1,750,373

INCOME TAXES                                   425,420           257,570          556,596           738,476
                                             ---------         ---------       ----------        ----------

NET INCOME                                     649,395           357,152          810,242         1,011,897

OTHER COMPREHENSIVE INCOME
  (LOSS) - Foreign currency
  translation adjustment                         3,926           (79,770)         (18,988)            8,067
                                             ---------         ---------       ----------        ----------
COMPREHENSIVE INCOME                          $653,321          $277,382         $791,254        $1,019,964
                                              ========          ========         ========        ==========
Net income per share-basic                        $.28              $.15             $.35              $.44
Net income per share-diluted                      $.22              $.12             $.28              $.35

</TABLE>

                             See Accompanying Notes.

                                       4
<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JULY 31, 1999 AND 1998
                                   (Unaudited)

                                                        1999           1998
                                                        ----           ----
Net income                                             $810,242     $1,011,897

Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                      994,458      1,014,702
     Provision for doubtful accounts                     61,691         20,669
     Write down of asset held for sale to
       net realizable value                             110,000
     Loss on sale of equipment                                           3,592
     Realized gain on sales of trading securities      (256,453)      (226,071)
     Unrealized loss on trading securities              181,641         19,746
     Purchases of trading securities                    (77,875)    (2,013,187)
     Proceeds from the sale of trading securities     2,633,788      1,579,520
     Equity in earnings of affiliate                    (35,000)       (55,000)

Changes in assets and liabilities:
     Accounts receivable                               (686,928)      (750,259)
     Receivable from affiliate                          (25,261)         5,902
     Inventories                                        958,162       (417,152)
     Prepaid expenses and other assets                  (66,022)        80,948
     Trade accounts payable                            (847,903)       284,683
     Accrued compensation                              (167,419)      (192,899)
     Taxes other than income taxes                       41,044         28,547
     Other accrued expenses                              (2,587)       (62,491)
     Deferred income taxes                             (148,000)      (190,000)
     Income taxes payable                               175,563        323,448
                                                      ---------      ---------
        Total adjustments                             2,842,899       (545,302)
                                                      ---------      ---------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES                                3,653,141        466,595
                                                      ---------      ---------
Cash flows from investing activities:
     Additions to plant and equipment                  (174,919)      (632,422)
     Maturity of certificate of deposit                  95,000              0
     Proceeds from sale of equipment                          0         11,267
                                                      ---------      ---------
NET CASH USED IN INVESTING
  ACTIVITIES                                            (79,919)      (621,155)
                                                      ---------      ---------

                                   (Continued)

                             See Accompanying Notes.

                                       5
<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JULY 31, 1999 AND 1998
                                   (Unaudited)

                                   (Continued)

                                                        1999           1998
                                                        ----           ----
Cash flows from financing activities:
     Proceeds from issuance of long-term debt        $5,157,183       $600,000
     Principal payments on long-term debt            (8,631,380)    (1,094,960)
     Payments received from affiliates                                  30,000
     Stock options exercised                                  0        177,500
                                                      ---------      ---------
NET CASH USED IN
  FINANCING ACTIVITIES                               (3,474,197)      (287,460)
                                                      ---------      ---------
EFFECT OF EXCHANGE RATE CHANGES
  ON CASH                                               (18,988)         8,066
                                                      ---------      ---------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                   80,037       (433,954)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                   468,072      1,037,288
                                                      ---------      ---------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                      $  548,109     $  603,334
                                                     ==========     ==========


Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes         $  529,033     $  605,028
Cash paid during the period for interest                482,156        504,044


                             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 six-month  period
ending July 31, 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 and  six-month  periods
ended July 31, 1999 and 1998 are summarized as follows:
<TABLE>
<CAPTION>
                                                   Three Months Ended                 Six Months Ended
                                                         July 31,                          July 31,
                                               1999              1998             1999              1998
                                               ----              ----             ----              ----
<S>                                         <C>               <C>              <C>               <C>
Net income per share-basic:
      Net income (numerator)                $  649,395        $  357,152       $  810,242        $1,011,897

      Weighted average shares
         outstanding (denominator)           2,346,933         2,326,283        2,346,933         2,301,373

      Net income per share-basic                  $.28              $.15             $.35              $.44

Net income per share-diluted:
      Net income (numerator)                $  649,395        $  357,152       $  810,242        $1,011,897

      Weighted average shares
         outstanding                         2,346,933         2,326,283        2,346,933         2,301,373

      Effect of dilutive securities:
         Stock options                         189,873           188,020          184,382           179,510
         Stock warrants                        378,823           382,118          384,902           385,346
      Weighted average shares
         outstanding (denominator)           2,915,629         2,896,421        2,916,217         2,866,229

      Net income per share-diluted                $.22              $.12             $.28              $.35

</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 $2,500,000 of 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 ($3,000,000 outstanding
at July 31,  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 term loan ($5,550,000 outstanding at July 31, 1999)
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 segments'  operations
and their accounting  policies are contained in Note 2. Segment  information for
the three and six-month periods ended July 31, 1999 and 1998 follows:

                                  Three Months Ended July 31,
                                  ---------------------------
                            1999                               1998
                            ----                               ----
                       Net        Operating               Net        Operating
                     Sales           Income             Sales           Income
                     -----           ------             -----           ------
ConForms       $ 5,359,198      $ 1,346,667       $ 5,169,057      $ 1,084,772
Ultra Tech       1,027,101          135,627         1,174,944          491,747
Gilco              546,267          (17,354)          537,675          (39,863)
Edison                              (96,315)                           (96,399)
               -----------      -----------       -----------      -----------
Total          $ 6,932,566      $ 1,368,625       $ 6,881,676      $ 1,440,257


                                   Six Months Ended July 31,
                                   -------------------------
                            1999                               1998
                            ----                               ----
                       Net        Operating               Net        Operating
                     Sales           Income             Sales           Income
                     -----           ------             -----           ------
ConForms       $10,442,099      $ 2,300,429       $10,260,615      $ 2,045,011
Ultra Tech       1,493,790          227,626         2,315,098          663,214
Gilco            1,114,210         (133,143)        1,031,577          (65,328)
Edison                             (190,641)                          (202,654)
               -----------      -----------       -----------      -----------

Total          $13,050,099      $ 2,204,271       $13,607,290      $ 2,440,243


                                       9
<PAGE>


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 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  July 31,  1999  increased  $50,890  (.7%) to
$6,932,566  compared  with net sales for the same period of the prior year.  For
the first six  months of this  year,  net  sales  decreased  $557,191  (4.1%) to
$13,050,099  compared with net sales for 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 during the first quarter.  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  decreased to 36.8%
from  38.6%.  Gross  margin  for the six months  ended  July 31,  1999 was 35.8%
compared to 36.2% for the six months ended July 31, 1998.  Improved results from
foreign  operations  were offset by decreased  sales of higher margin Ultra Tech
products  and  increased  sales  of  lower  margin  Gilco   products.   Selling,
engineering  and  administrative  expenses for the three and  six-month  periods
ended July 31, 1999  decreased by $26,063 (2.3%) and $13,972 (.6%) from the same
period last year.

Interest expense  decreased to $207,418 and $458,827 for the three and six-month
periods  ended July 31,  1999  compared to $237,882  and  $506,085  for the same
periods  ended July 31,  1998.  Interest  expense is  expected  to  continue  to
decrease  due to the  debt  refinancing  described  in  Note 3 of the  Notes  to
Consolidated   Financial   Statements  and  the  anticipated   future  principal
reductions.

The  Company had a $6,676 and  $74,812  net gain on trading  securities  for the
three and  six-month  periods  ended  July 31,  1999  compared  to a net loss of
$404,205  and a net gain of  $206,325  for the same  periods of the prior  year.
Trading securities at July 31, 1999 consisted of the following:


                                       10
<PAGE>

                                                Number of             Market
Name of Issuer/Title of Issue                     Shares               Value
-----------------------------                     ------               -----
Common Stocks:
     Glenayre Technologies, Inc.                  40,000         $   140,000
     Sun International Hotels                        100               4,088
     TCI Music Inc.                                3,000              91,125
     US Trust Corporation                         10,000             900,000
                                                                 -----------
Total                                                            $ 1,135,213
                                                                 ===========

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 and stock warrants created a total
non-cash  charge of $541,686 for the six months ended July 31, 1999  compared to
$650,959 for the prior year. Due to the repayment of the Company's  subordinated
bank loan, the  associated  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 $690,000.

During the second quarter,  the Company  accepted an offer from a third party to
purchase  the land and building  the Company  currently  owns and has vacated in
Cedarburg,  Wisconsin.  Based on this offer,  the  Company has written  down the
value of this  asset by  $110,000  to an  estimated  realizable  value.  Various
contingencies  still  remain on the offer and the sale of this land and building
cannot be assured at this time.

The Company  recorded  tax expense of $556,596 for the six months ended July 31,
1999,  which  represents the estimated annual effective rate of 40.7% applied to
pre-tax  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  $649,395,  or $.28 and  $.22  per  share,  basic  and  diluted,
respectively,  for the second quarter of fiscal 1999 was an increase of $292,243
(81.8%),  from net income of  $357,152,  or $.15 and $.12 per  share,  basic and
diluted,  respectively,  for the comparable period of the prior year. The change
was principally due to a net gain on trading securities of $6,676 for the second
quarter of 1999 compared to a net loss on trading securities of $404,205 for the
second  quarter of 1998.  For the six months ended July 31, 1999, net income was
$810,242, or $.35 and $.28 per basic and diluted share,  respectively,  compared
to net  income of  $1,011,897,  or $.44 and $.35 per basic  and  diluted  share,


                                       11
<PAGE>

respectively,  in the  comparable  period of the prior year.  The  reduction was
principally  due to the reduction in sales volume and the recording of the write
down on the assets held for sale.

Liquidity and Capital Resources
-------------------------------

The Company  generated  $3,653,141 in cash from operations  during the first six
months of 1999,  compared to cash flow  generated by  operations of $466,595 for
the same  period last year.  This change was due largely to the net  proceeds of
approximately  $2,600,000  received from sales of trading  securities during the
period.  The Company  used  $174,919 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 $3,474,197
for the first six months  compared  to a net debt  increase  of  $494,960 in the
prior  comparable  period.  The  result  was a net  increase  in cash  and  cash
equivalents of $80,037 for the first six months of fiscal 1999 compared to a net
decrease of $433,954 in the prior year's first six 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, 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
during 1998. The Company has an accepted offer to purchase its vacant  Cedarburg
facility.  There can be no  assurance as to when or if this  transaction  may be
consumated as various contingencies remain.

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.


                                       12
<PAGE>

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 debt obligations,  which totaled  $11,267,404 as of July 31, 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 July 31,
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  $113,000, or
$.02 per diluted share, on an annual basis.  The Company  currently does not use
derivatives to fix variable rate interest obligations.

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  3.6% 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  ($1,135,213 at July 31, 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 $114,000, or $.02 per diluted share.

PART II.
Item 4.

                                       13
<PAGE>

Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On June 8, 1999,  the Company held its 1999 Annual Meeting of  Shareholders.  Of
the 2,346,933  shares issued and  outstanding,  holders of 2,005,988 shares were
present,  represented  in person or by proxy.  Two matters  required vote by the
security holders.  First, Robert L. Cooney, John J. Delucca, Norman Eig, William
B. Finneran,  Alan J.  Kastelic,  Mary E.  McCormack,  and William C. Scott were
elected to the Board of  Directors  (1,977,588  votes for each and 28,400  votes
withheld for each). The other matter requiring a vote related to the approval of
the 1999 Equity  Incentive  Plan.  A majority of the votes cast by  shareholders
were voted in favor of the amendment  (662,990 votes for, 65,595 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
-------------------
The Company  filed no reports on Form 8-K during the quarter to which the report
relates.


                                       14
<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 2, 1999                     /s/     Jay R. Hanamann
                                            -----------------------
                                                    Jay R. Hanamann
                                           (Chief Financial Officer)


                                       15
<PAGE>


                           Edison Control Corporation

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

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

27.                  Financial Data Schedule.


                                       16