SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                            FORM 10-QSB/A

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

            For the quarterly period ended AUGUST 31, 1998

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

       For the transition period from            to           


                    Commission file number 0-17741

                
                             EPOLIN, INC.
  (Exact name of Small Business Issuer as Specified in its Charter)


New Jersey                                             22-2547226
(State or Other Jurisdiction                     (I.R.S. Employer
of Incorporation or                                Identification
Organization)                                             Number)

                         358-364 Adams Street
                       Newark, New Jersey 07105
               (Address of Principal Executive Offices)

                            (973) 465-9495
           (Issuer's Telephone Number, Including Area Code)

Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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         

State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

              Common, no par value per share: 11,606,555
                  outstanding as of October 1, 1998

                                                                    
                                                         
EXPLANATORY NOTE

Epolin, Inc. (the "Company") is filing this Amendment No. 1 on Form
10-QSB/A to the Company's Quarterly Report on Form 10-QSB for the
quarter ended August 31, 1998 solely for the purpose of amending
Management's Discussion and Analysis or Plan of Operation to address
the year 2000 issue.

Item 2.  Management's Discussion and Analysis or Plan of
         Operation.

The following discussion should be read in conjunction with the
Financial Statements  included in this report and is qualified in
its entirety by the foregoing.

Introduction

Epolin, Inc. (the "Company") is a manufacturing and research and
development company which was incorporated  in the State of New
Jersey in May 1984.   The Company is principally  engaged in the
development, production and sale of near infrared dyes to the
optical industry for laser protection and for welding applications
and other dyes, specialty chemical products that serve as
intermediates and additives used in the adhesive, plastic,
aerospace, pharmaceutical, flavors and fragrance industries to a
group of customers primarily in the United States, Europe, Australia
and the Far East.  

This discussion contains certain forward-looking statements and
information relating to the Company that are based on the beliefs
and assumptions by the Company's management as well as information
currently available to the management.  When used herein, the words
"anticipate", "believe", "estimate", and "expect" and similar
expressions, are intended to identify forward-looking statements. 
Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks,
uncertainties and assumptions.  Should one or more of these risks or
uncertainties materialize or should underlying assumptions prove
incorrect, actual results may vary materially from those described
herein as anticipated, believed, estimated or expected.  The Company
does not intend to update these forward-looking statements.

Results of Operations

During the quarter ended August 31, 1998, the Company reported sales
of approximately $469,800 as compared to sales of approximately
$403,800 during the quarter ended August 31, 1997, an increase of
approximately $66,000 or 16.3%.  During the six months ended August
31, 1998, the Company had sales of approximately $772,100 as
compared to sales of approximately $747,200 during the six months
ended August 31, 1997, an increase of approximately $24,900 or 3.3%.
 This increase in sales was primarily attributable to an increase in
sales of the Company's near infrared absorbing dyes and increases in
sales of new dyes and additional applications.

Operating income for the quarter ended August 31, 1998 increased to
approximately $103,400 as compared to operating income of
approximately $55,400 for the quarter ended August 31, 1997, an
increase of approximately $48,000.  Operating income for the six
months ended August 31, 1998 increased to approximately $143,700 as
compared to operating income of approximately $94,200 for the six
months ended August 31, 1997, an increase of approximately $49,500. 
This change resulted primarily from an increase in sales and
decreases in selling, general and administrative expenses.  Cost of
sales for the six months ended August 31, 1998 was approximately
$270,300 as compared to cost of sales during the six months ended
August 31, 1997 of approximately $257,900.  During the six months
ended August 31, 1998, the Company's selling, general and
administrative expenses were approximately $358,200 as compared to
selling, general and administrative expenses of approximately
$395,000 for the six months ended August 31, 1997.  

During the three and six months ended August 31, 1998, the Company
realized approximately $4,700 and $8,600, respectively, in interest
income as compared to approximately $2,700 and $5,100, respectively,
in interest income for the comparable period of 1997.

During the quarter ended August 31, 1998, the Company reported
income before taxes of approximately $108,100 as compared to income
before taxes of approximately $58,100 for the three months ended
August 31, 1997.  For the six months ended August 31, 1998, the
Company reported income before taxes of approximately $152,300 as
compared to income before taxes of approximately $99,300 for the six
months ended August 31, 1997.  Net income after taxes was
approximately $82,500 for the three months ended August 31, 1998 as
compared to income after taxes of approximately $58,100 for the
three months ended August 31, 1997.  For the six months ended August
31, 1998, net income after taxes was approximately $126,200 as
compared to income after taxes of approximately $99,300 for the
comparable period of 1997.

Liquidity and Capital Resources

On August  31, 1998, the Company had working capital of
approximately $1,188,000, an equity to debt ratio of approximately
10.6 to 1, and stockholders' equity of approximately $1,722,000.  On
August  31, 1998, the Company had approximately $572,000 in cash and
cash equivalents, total assets of approximately $1,884,000 and total
liabilities of approximately $162,000.  At August  31, 1997, the
Company had total assets of approximately $1,520,000.  The increase
in total assets at August 31, 1998 as compared to August 31, 1997 is
primarily due to the inclusion of property owned by Epolin Holding
Corp. which became a wholly-owned subsidiary of the Company in
January 1998.  The Company believes that its available cash, cash
flow from operations and projected revenues will be sufficient to
fund the Company's operations for the next 12 months.

The Company does not anticipate making any significant additional
capital expenditures in the immediate future as it believes its
present machinery and equipment will be sufficient to meet its near
term needs.  

Inflation has not significantly impacted the Company's operations.  

Year 2000 Issue

The year 2000 issue is the result of computer programs being written
using two digits, rather than four, to define the applicable year. 
Software programs and hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900
rather than the year 2000.  This could result in a major system
failure or miscalculations causing disruptions of operations,
including a temporary inability to engage in normal business
activities. 

Based on recent assessments, the Company determined that its
critical software (primarily widely used software packages) and all
of its critical business systems, including manufacturing
instrumentation, already are year 2000 compliant. Nevertheless,
throughout 1999, assessment, testing and remediation, if necessary,
will continue.

The Company is also actively working with critical suppliers of
products and services to determine that the suppliers' operations
and the products and services they provide are year 2000 compliant
or to monitor their progress toward year 2000 compliance. In this
regard, the Company believes its greatest year 2000 risk for
disruption to  its  business  is  the  potential noncompliance  of 
third  parties. As a result, the  Company  has  initiated
communications  with  third  parties  with  whom  the  Company  has
material  direct  and  indirect  business relationships.  The
Company is currently in the process  of  contacting third parties in
order to determine the extent  to  which  the  Company's  business
is vulnerable to the third parties  failure  to   make   their 
systems year 2000  compliant.  To date, the  Company  is  still 
continuing  to  gather  information from such other  important third
parties. 

The Company currently does not have a contingency plan in the event
of a particular system, including the systems of material third
parties, are not  year 2000 compliant.  Such a plan will be
developed if it becomes clear that the Company is not going to
achieve its scheduled compliance objectives. Although no assurances
can be given that there will be no interruption of operations in the
year 2000 the Company believes (and assuming that  third  parties 
with  whom  the  Company  has material business relationships
successfully  remediate  their own year 2000 issues) that it has
reasonably assessed all of its systems in order to ensure that the
Company will not suffer any material adverse effect from the year
2000 issue.

The Company has used and will continue to use internal resources to
resolve its year 2000 issue. Costs incurred to date by the Company
have not been material.  The Company currently expects that the
total cost of these programs will not exceed $60,000.

Other Information

In March 1998 (subsequent to the end of fiscal 1998), the Board of
Directors of the Company  authorized a stock repurchase program of
up to $150,000 of the Company's outstanding shares of  Common Stock.
 In connection therewith, the Company announced that purchases may
be made in the open market or in privately negotiated transactions
from time to time, based on market prices  and that the repurchase
program may be suspended without further notice.  Management
believes  the Company's shares are undervalued at current price
levels and this program offers the Company a chance not only to
repurchase some of its stock at prices management perceives to be
attractive but it also enables the Company to enhance shareholder
value although no assurance can be given that any such repurchases
will have such effect.  During the quarter ended May 31, 1998, the
Company repurchased 25,000 shares of its Common Stock under this
program at $.38 per share.  No shares were repurchased during the
quarter ended August 31, 1998.




                              SIGNATURES

In accordance with the requirements of the Exchange Act, the
Registrant caused this Amendment No. 1 to its Form 10-QSB on Form
10-QSB/A to be signed on its behalf by the undersigned thereunto
duly authorized.


                                   EPOLIN, INC.
                                   (Registrant)


Dated: January 15, 1999            By:/s/Murray S. Cohen            
                                      Murray S. Cohen,
                                      Chief Executive Officer