FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   (Mark One)

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

               For the quarterly period ended:    March 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:    0-11927


                                Moto Photo Inc.

             (Exact name of registrant as specified in its charter)


          Delaware                           31-1080650

(State or other jurisdiction of         (IRS Employer Identification
 Incorporation or organization)          Number)



                     4444 Lake Center Dr. Dayton, OH  45426

             (Address of principal executive offices with Zip Code)


                                (937) 854-6686

              (Registrant's telephone number, including area code)


                                     No Change

  (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 ISSUERS IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

   Indicate by check mark whether the registrant has filed all documents and
   reports required to be filed by Sections 12, 13 or 15(d) of the Securities
 Exchange Act of 1934 subsequent to the distribution of securities under a plan
                             confirmed by a court.

                               Yes______ No______


                      APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the issuer's classes of
                                 common stock:
                              As of May 12, 1999:
              7,843,173 - Voting Common,   0 - Non - Voting Common





                                     INDEX

                       MOTO PHOTO, INC. AND SUBSIDIARIES


Part I.   Financial Information

Item 1.   Financial Statements (Unaudited)

          Consolidated balance sheets . March 31, 1999 and December 31, 1998

          Consolidated statements of operations - Three months ended March 31,
            1999 and 1998

          Consolidated statements of cash flows - Three months ended March 31,
            1999 and 1998

          Notes to consolidated financial statements - March 31, 1999

Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations

Part II.  Other Information

Item 1.   Legal Proceedings

Item 6.   Exhibits and Reports on Form 8-K

Signatures



PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

MOTO PHOTO, INC. AND SUBSIDIARIES

<TABLE>
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

<CAPTION>
                                       MARCH      DECEMBER
                                       1999         1998

<S>                                <C>         <C>
Assets
Current assets:
Cash                               $ 1,648,448  $ 2,918,396
Accounts receivable, less
  allowances of $1,103,000 in
  1999 and $1,092,000 in 1998        3,146,212    4,188,807
Notes receivable, less allowances
  of $172,000 in 1999 and
  in 1998                              437,669      437,669
Inventory                            2,544,965    2,457,950
Deferred tax assets                  1,213,000    1,213,000
Prepaid expenses                       143,871      116,081

Total current assets                 9,134,165   11,331,903

Property and equipment               3,863,269    3,712,064

Other assets:
Notes receivable, less allowances
  of $1,300,000 in 1999 and
  $1,228,000 in 1998                 1,880,424    1,897,755
Cost of franchises and contracts      
  acquired                             146,435      155,688
Goodwill                             3,695,910    3,728,816
Deferred tax assets                     57,000       57,000
Other assets                         1,041,917    1,050,567

Total assets                       $19,819,120  $21,933,793


<FN>
See accompanying notes.
</TABLE>


MOTO PHOTO, INC. AND SUBSIDIARIES


<TABLE>
CONSOLIDATED BALANCE SHEETS, CONTINUED
(UNAUDITED)

<CAPTION>
                                                 MARCH 31,   DECEMBER 31,
                                                    1999         1998

<S>                                            <C>          <C>
Liabilities and stockholders' equity
Current liabilities:
Accounts payable                                $  3,185,351 $  4,251,043
Accrued payroll and benefits                         489,050      560,901
Accrued expenses                                     890,422    1,192,968
Current portion of long-term obligations           1,562,000    1,534,000
Other                                                244,559      310,540

Total current liabilities                          6,371,382    7,849,452


Long-term obligations                              8,781,041    9,064,001
Deferred revenue                                      99,434       99,434

Total liabilities                                 15,251,857   17,012,887

Stockholders' equity
Preferred stock $.01 par value:
  Authorized shares _ 2,000,000:
  Series G cumulative nonvoting preferred shares,
  1,000,000 shares issued and outstanding with
  preferences aggregating $10,000,000                 10,000       10,000
Common shares $.01 par  value:
  Authorized shares _ 30,000,000
  Issued and outstanding shares _ 7,843,173 in
  1999 and 7,833,573 in 1998                          78,432       78,336
Paid in capital                                    6,311,525    6,404,734
(Deficit) retained earnings subsequent to
  June 30, 1991                                  (1,832,694)  (1,572,164) 

Total stockholders' equity                         4,567,263    4,920,906

Total liabilities and stockholders' equity      $ 19,819,120 $ 21,933,793


<FN>
See accompanying notes.
</TABLE>



MOTO PHOTO, INC. AND SUBSIDIARIES

<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<CAPTION>

                                          THREE MONTHS  THREE MONTHS
                                              ENDED         ENDED
                                            MARCH 31,     MARCH 31,
                                              1999          1998

<S>                                       <C>           <C>
Revenue
Sales and other revenue                   $   6,974,933 $   6,884,974
Interest income                                  79,534        94,467
Other income                                      4,325       112,000

                                              7,058,792     7,091,441

Expenses
Company store cost of sales and operating
 expenses                                     5,294,733     5,442,633
Selling, general, and administrative          1,354,493     1,349,866
costs
Advertising                                     279,042       257,684
Depreciation and amortization                   281,207       210,760
Interest expense                                107,524        97,740

                                              7,316,999     7,358,683


(Loss) before income taxes                    (258,207)     (267,242)
Income tax benefit                               65,000        67,000

Net (loss)                                    (193,207)     (200,242)


Preferred stock dividend requirements          (67,324)      (69,344)


Net (loss) applicable to common stock     $   (260,531) $   (269,586)
                                              

Net (loss) per common share               $      (0.03) $      (0.03)
                                

Weighted average shares outstanding -        
  Basic                                       7,838,298     7,804,540 

Weighted average shares outstanding -        
  Diluted                                     7,838,298     7,804,540


<FN>
See accompanying notes.
</TABLE>



MOTO PHOTO INC AND SUBSIDIARIES

<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

<CAPTION>

                                                THREE MONTHS     THREE MONTHS
                                                   ENDED            ENDED
                                               MARCH 31, 1999   MARCH 31, 1998

<S>                                           <C>              <C>
Operating Activities
Net (loss)                                       $   (193,207)    $   (200,242)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                          281,207          210,760
Provision for losses on inventory and
receivables                                            105,693          154,145
Loss on disposition of assets                                -           65,672
Write off of assets due to store closings                    -           32,258
Issuance of stock for directors fees                    14,563            7,470
Increase (decrease) resulting from changes in:
Accounts receivable                                    889,817          767,943
Inventory and prepaid expenses                       (121,948)        (587,058)
Other assets                                             2,400         (10,563)
Accounts payable and accrued expenses              (1,440,089)      (1,524,493)
Deferred revenues and other liabilities               (65,981)          (6,278)

Net cash used in operating activities                (527,545)      (1,090,386)


Investing Activities
Purchases of equipment and leaseholds                (384,002)         (66,753)
Payments received on notes receivable                   71,559          173,306
Net cash (used in) provided by investing            
  activities                                         (312,443)          106,553 

Financing Activities
Principal payments on revolving line of
  credit, long-term debt and capital                 
  lease obligations                                  (254,960)        (270,665)
Payments of preferred dividends                      (175,000)        (150,000)
Net cash used in financing activities                (429,960)        (420,665)


Decrease in cash                                   (1,269,948)      (1,404,498)
Cash at beginning of period                          2,918,396        3,139,252
Cash at end of period                            $   1,648,448    $   1,734,754

<FN>
See accompanying notes.
</TABLE>




                       MOTO PHOTO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  "UNAUDITED"


A. 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, they do  not include all  of the information  and
footnotes required  by generally  accepted  accounting principles  for  complete
financial statements.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation  have
been included.   Operating results for  the three-month period  ended March  31,
1999, are not necessarily indicative of the results that may be expected for the
year ended December 31, 1999.

The internal accounting for the Company  is on a fiscal calendar quarter  basis.
The fiscal quarter dates may vary from the calendar quarter dates, (i.e. April 3
vs. March 31 for the  first quarter 1999), except  for the fourth quarter  which
ends on December 31.  The differences in ending dates are immaterial.

The balance  sheet  at March  31,  1999, has  been  derived from  the  unaudited
financial statements at that  date but does not  include all of the  information
and footnotes required by generally accepted accounting principles for  complete
financial statements.

The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates that affect  amounts
reported in the financial  statements.  Actual results  could differ from  those
estimates.

For further  information, refer  to the  consolidated financial  statements  and
footnotes thereto included in Moto Photo,  Inc. and Subsidiaries' annual  report
on Form 10-K for the year ended December 31, 1998.

B.   RECLASSIFICATION

Certain amounts from the prior period have been reclassified to conform to the
current period presentation.


C.   SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED MARCH 31, 1999

                                                 ROYALTIES
                                       COMPANY      AND
                         DEVELOPMENT   STORES   ADVERTISING WHOLESALE    TOTAL
                                                  

<S>                      <C>         <C>        <C>        <C>        <C>
Sales and other revenue  $   88,420  $2,670,298 $1,034,039 $3,182,176 $6,974,933

Depreciation and
amortization                    979     203,742      3,226      2,306    210,253

Operating segment
 contribution
 prior to interest
 expense, income taxes
 and unallocated
 corporate expenses        (118,685)   (530,048)    679,539  (264,471)  (233,665)

Identifiable segment
 assets                      92,105   8,696,618  1,238,612  3,725,830 13,753,165

Capital expenditures for
 long lived assets               -      340,111          -        878    340,989


                                    THREE MONTHS ENDED MARCH 31, 1998

                                                 ROYALTIES
                                       COMPANY      AND
                         DEVELOPMENT   STORES   ADVERTISING WHOLESALE    TOTAL
                                                   


Sales and other revenue  $    22,250 $2,735,581 $1,033,257 $3,093,886 $6,884,974

Depreciation and
 amortization                    883    132,342      3,122     19,339    155,686

Operating segment
 contribution
 prior to interest
 expense, income taxes
 and unallocated
 corporate expenses         (141,762)  (536,303)    682,741  (296,167)  (291,491)

Identifiable segment
 assets                       27,511  8,127,227  1,231,124  3,378,484 12,764,346

Capital expenditures for
long lived assets                  -     46,624      2,635          -     49,259
</TABLE>


<TABLE>
<CAPTION>
                              THREE MONTHS ENDED MARCH 31,

<S>                           <C>            <C>

REVENUE                            1999           1998

Total sales and other revenue
  for reportable segments         $6,974,933     $6,884,974
Interest income                       79,534         94,467

Other>income                           4,325        112,000

Total consolidated revenues       $7,058,792     $7,091,441

</TABLE>


C.   SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                                           SEGMENT              CONSOLIDATED
OTHER SIGNIFICANT ITEMS                     TOTAL    CORPORATE      TOTAL

<S>                                       <C>        <C>        <C>
    THREE MONTHS ENDED MARCH 31, 1999
Depreciation and amortization            $   210,253 $   70,954  $   281,207
Operating segment contribution prior 
 to interest expense, income taxes
 and unallocated corporate expenses
 for segment totals reconciled
 to loss before taxes                      (233,665)   (24,542)    (258,207)
Identifiable segment assets               13,753,165  6,065,955   19,819,120
Capital expenditures for long lived          
 assets                                      340,989     43,013      384,002


    THREE MONTHS ENDED MARCH 31, 1998
Depreciation and amortization            $   155,686 $   55,074  $   210,760
Operating segment contribution prior to
 interest expense, income taxes and 
 unallocated corporate expenses for 
 segment totals reconciled to loss 
 before taxes                              (291,491)     24,249    (267,242)
Identifiable segment assets               12,764,346   9,169,447  21,933,793

Capital expenditures for long lived           
 assets                                       49,259      17,494      66,753
</TABLE>


D.   EARNINGS PER SHARE DATA

The following table sets forth the calculation of basic and diluted earnings per
share for the periods indicated.

<TABLE>
<CAPTION>
                                           THREE MONTHS   THREE MONTHS
                                              ENDED          ENDED
                                          MARCH 31, 1999 MARCH 31, 1998

<S>                                       <C>            <C>
Net loss applicable to common shares      $    (260,531) $    (269,586)


Reconciliation of shares:
Weighted average common share outstanding      7,838,298      7,804,540
Effect of dilutive stock options and
 other common stock equivalent                         -              -

Weighted average common shares assuming
 dilution                                      7,838,298      7,804,540


Basic earnings per share                  $       (0.03) $       (0.03)



Diluted earnings per share                $       (0.03) $       (0.03)

</TABLE>


In the first quarter 1999, $175,000 of dividends were paid on the Series G
preferred shares.  Of this amount $107,676 was for previously reported and
accreted dividends.

ITEM 2.

                       MANAGEMENT DISCUSSION AND ANALYSIS
                             OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FIRST QUARTER 1999 VS FIRST QUARTER 1998

The Company reported a net loss  of $260,531 or a  loss per common share,  basic
and diluted,  of $.03  for the  first quarter  1999 compared  to a  net loss  of
$269,586, or a loss per common share, basic  and diluted, of $.03 for the  first
quarter 1998.   Per share  calculations are made  after provision  for Series  G
preferred dividend requirements.   Due to  the Company's common  share price  of
approximately $1.24,  certain  securities  could  become  dilutive  and  have  a
significant impact on diluted earnings per share in subsequent periods.

Development segment revenue increased $66,000, or 297%, in 1999 compared to 1998
due primarily to two store openings in 1999 compared to zero in 1998.

Depreciation and amortization  expenses increased by  $70,000, or  33%, in  1999
compared to 1998 primarily as a result of depreciation on additions to  property
and equipment in Company stores.

Interest expense increased  $10,000, or  10%, in 1999  compared to  1998 due  to
increased  borrowings  to  support  Company  store  asset  additions   expansion

discussed above.  Interest income, which is primarily interest income from notes
receivable and  temporary  investments of  cash,  decreased  in 1999  due  to  a
decrease in notes receivable and cash balances.

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operating activities decreased by $563,000 in 1999 compared to 1998
largely due to $465,000 decrease in inventory and prepaids.

In 1999 net cash  utilized by investing activities  was $312,000 as compared  to
net cash  provided by  investing  activities of  $107,000  in 1998.    Increased
purchases of property and  equipment in 1999  accounted for about  approximately
$300,000 of the change.

YEAR 2000

The year 2000 issue,  or Y2K, refers to  computer programs or computer  embedded
chips which use  two digits  rather than four  digits to  define the  applicable
year.   Any of  the Company's  computer software,  hardware or  other  equipment
having date sensitive software or embedded chips could recognize a "00" date  as
year 1900  rather  than  year 2000.    If  this happened,  it  could  result  in
miscalculations or system failures which could be disruptive to normal  business
activities.  The Company has a  plan to prepare its  systems for the Y2K  issue.
This plan includes  obtaining reasonable  assurance that  its critical  business
partners are also prepared.

The  Company's  plan  for  resolving  Y2K  issues  has  the  following   phases:
assessment, remediation, testing, and implementation.  The Company has completed
assessment of  its  internal  software  and  computer  hardware  that  could  be
significantly affected by the year 2000 issue.  The Company believes that it  is
currently Y2K compliant on all critical  internal systems with the exception  of
certain computer hardware used in some  Company store point of sale systems,  as
discussed below.

The Company  is still  in the  process of  gathering information  about the  Y2K
compliance status  of key  third  party suppliers.    The Company  has  received
written notification from most  of its key  suppliers that they  plan to be  Y2K
compliant by October 1, 1999. The Company has been informed by its primary  bank
that it  believes  it  is  Y2K  compliant.    The  Company  will  be  requesting
certification by  June  1,  1999 from  depository  banks.   If  the  review  and
evaluation of responses indicate lack of  Y2K compliance by September 30,  1999,
the Company will change its depository banking relationships as required.

The Company is  in the  implementation phase on  certain of  the older  computer
hardware used  in its  approved point  of  sale systems  in both  franchise  and
Company stores.  A software modification is currently available, at no cost,  to
achieve Y2K compliance  for this hardware.   It will  be implemented in  Company
stores by June 30, 1999, and will be  installed in all franchise stores as  they
request it.

There are several versions  of the Company sponsored  point of sale software  in
use in franchise stores, all  of which are believed  to be Y2K compliant  except
for certain operating systems which are  no longer supported by their  provider.
Accordingly, the provider will not certify  as to its Y2K compliance.   However,
the Company has tested  the software and believes  that it will operate  without
any critical failures after  December 31, 1999.   The Company will continue  its
testing and will attempt  to develop solutions if  any disruptions occur  during
test.  The worst case solution would  be for the franchisee to upgrade  software
and hardware at a cost of  $2,000 to $7,000 per  store.  Currently 53  franchise
stores use the subject  operating system.   Seven other stores  are using a  POS
system that has not been supported by the Company since 1997.  These franchisees
are being notified  of where to  obtain assistance on  Y2K compliance for  these
systems.

The Company believes that all significant non-information systems are either Y2K
compliant or  has received  notification that  the vendors  will make  them  Y2K
compliant by no later than  September 30, 1999.   The Company plans to  continue
testing its  operating  equipment and  other  equipment  to ensure  that  it  is
operable in 2000 and beyond.

By May  30, 1999, the Company intends  to further notify its franchisees of  the
steps they  should  take  to ensure  that  there  are no  disruptions  to  their
operations as a result of the Y2K issue.  The Company cannot guarantee that each
franchisee will follow  through on the  necessary steps,  and accordingly,  some
short-term interruptions could occur in certain  franchise stores.  The  Company
does not  believe  that this  disruption  will have  a  material impact  on  the
Company's results of operations, financial condition or cash flows.  The Company
will  develop  contingency  plans  to  assist  franchisees  if  any  significant
disruption risks are identified.

The Company has spent  no significant incremental funds  to date to achieve  Y2K
compliance and does not anticipate doing so in the future. All expenses paid  to
date as well as in the future will be funded through existing cash resources and
future operating cash flows.

While the Company believes it has an effective plan to resolve the Y2K issue  in
a timely manner, lack of historical experience and the forward-looking nature of
the issues involved make it difficult to predict with certainty what will happen
on January 1, 2000 and thereafter.  It is possible that there will be disruption
and unexpected business problems during the  early months of 2000.  The  Company
intends to  make contingency  plans if  any critical  systems or  suppliers  are
identified as representing  a significant  risk of  Y2K failure.  Unfortunately,
despite the Company's  efforts, unanticipated  third party  failures may  occur,
particularly in general public infrastructures.  If this were to occur, it could
have a material adverse impact on the Company's results of operations, financial
condition or cash  flows.   The amount of  potential loss  cannot be  reasonably
estimated at this time.

MARKET RISK

There have been no significant changes in market risk since December 31, 1998.

FORWARD LOOKING STATEMENTS

All statements,  other  than statements  of  historical fact  included  in  this
report, which  address  activities, events  or  developments which  the  Company
expects or  anticipates will  or may  occur in  the future  constitute  "forward
looking statements" within the meaning of  Section 27A of the Securities Act  of
1933, as amended, and  Section 21E of  the Securities Exchange  Act of 1934,  as
amended.  These statements are based on certain assumptions and analyses made by
the Company in light of its experience and its perception of historical  trends,
current conditions, and expected future developments,  as well as other  factors
it believes  are  appropriate  in the  circumstances.    These  forward  looking
statements are  subject to  all the  risks, and  uncertainties incident  to  the
Company's business,  including, without  limitation,  competition in  the  photo
processing industry,  possible  development  of  new  technology  affecting  the
Company's ability to compete, uncertainties with  respect to the ability of  the
Company to expand its business through  franchising, new store development,  the
level of consumer acceptance of the  Company's programs and services,  continued
stability in  market prices  of key  supply  items, decline  in demand  for  the
products and  services  offered,  continuity of  management,  liquidity  of  the
franchise system, the  ability of  the Company  to locate  and obtain  favorable
store sites  at  acceptable lease  terms,  management's ability  to  manage  its
franchisee, lender and supply relationships, economic conditions, the effect  of
severe weather  or  natural  disasters,  and  competitive  pressure  from  other
retailers.  For all of the foregoing reasons, actual results may vary materially
from the  forward looking  statements.   The Company  assumes no  obligation  to
update any forward looking statements.


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

The Company has pending against  it a small number  of claims which it  believes
are routine and incidental to the  business.  These actions are being  contested
and defended.  Management of the Company is of the opinion that such actions are
not likely to result in any liability which would have a material adverse effect
on the consolidated financial position of the Company.

Item 6.   Exhibits and Reports on Form 8-K.

(a)Exhibits:  See Exhibit Index immediately preceding exhibits.

(b)Reports on Form 8-K.  The Company filed no reports on Form 8-K during the
   quarter ended March 31, 1999.




                                   SIGNATURE


Pursuant to  the  requirements of  the  Securities  Exchange Act  of  1934,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.



MOTO PHOTO, INC.



By  /s/ David A. Mason
      David A. Mason
      Executive Vice President,
      Treasurer, and Chief
      Financial Officer


Date:     May 12, 1999









                                  EXHIBITS TO

                                   FORM 10-Q

                             for the quarter ended

                                 March 31, 1999

Copies of the following documents are filed as exhibits to this report:



No.       Description

*10.1     Employment Agreement, dated as of January 1, 1999, with Lloyd F.
          Noland

*10.2     Bonus Plan for Executive Officers

 27.0     Financial Data Schedule




* Indicates compensatory plan