6309810Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 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 0-12362

                              Berger Holdings, Ltd.
             (Exact Name of Registrant as Specified in its Charter)

                          Pennsylvania                  23-2160077
                  (State or Other Jurisdiction       (I.R.S. Employer
            of Incorporation or Organization)       Identification Number)

          805 Pennsylvania Boulevard, Feasterville,PA     19053
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (215) 355-1200

                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 ninety days.
                   YES     X          NO   _____

                Indicate by check mark  whether  the  Registrant
           has filed all  documents  and reports  required to be
           filed by  Section  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     X          NO   _____

                As  of  July  31,  1998,   the   Registrant  had
           outstanding 5,370,113 shares of its common stock, par
           value $0.01 per share (the "Common Stock").
<PAGE>
                                    BERGER HOLDINGS, LTD.

INDEX
                                                                Page
PART I   FINANCIAL INFORMATION

 Item 1.    Condensed Consolidated
            Balance Sheets at June 30, 1998
            and December 31, 1997                                 3

            Condensed Consolidated Statement of
            Operations for the three month periods
            ended June 30, 1998 and 1997                          5

            Condensed Consolidated Statement of
            Operations for the six month periods
            ended June 30, 1998 and 1997                          6

            Condensed Consolidated Statements
            of Cash Flows for the six month periods
            ended June 30, 1998 and 1997                          7

            Notes to Condensed Consolidated
            Financial Statements                                  9

 Item 2.    Management's Discussion and
            Analysis of Financial Condition
            and Results of Operations                            10

PART II   OTHER INFORMATION

 Item 1.    Legal Proceedings                                    13

 Item 2.    Changes in Securities and Use of Proceeds            13

 Item 3.    Defaults Upon Senior Securities                      13

 Item 4.    Submission of Matters to a
            Vote of Security Holders                             13

 Item 5.    Other Information                                    13

 Item 6.    Exhibits and Reports on Form 8-K                     13

SIGNATURES                                                       14
<PAGE>
<TABLE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
         ASSETS                             June 30,    December 31,
                                             1998          1997
                                          -----------   -----------
<S>                                       <C>           <C>
Current Assets
    Cash                                  $   174,009   $ 4,411,347
    Trade accounts receivable, net of
       allowance for doubtful accounts
       of $30,000 in 1998 &
       $43,000 in 1997                      4,421,237     1,655,327
    Inventories (Note 2)                    4,403,182     2,652,466
    Prepaid and other assets                  455,799       372,721
    Deferred income taxes                     800,000       800,000
                                          -----------   -----------
    Total current assets                   10,254,227     9,891,861
                                          -----------   -----------

Other Assets
   Property and equipment, net (Note 3)     9,663,453     6,110,128
   Deferred income taxes                      700,000       700,000
   Construction in progress, equipment
      deposits and other assets               187,092       918,304
   Other assets                             3,291,690       608,271
   Goodwill, net of accumulated
      amortization                          6,423,442     1,522,649
                                          -----------   -----------
   Total other assets                      20,265,677     9,859,352
                                          -----------   -----------
                                          $30,519,904   $19,751,213
                                          ===========   ===========
</TABLE>





























                                      -3-
<PAGE>
<TABLE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                               June 30,    December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY             1998          1997
                                            -------------  -------------
<S>                                        <C>              <C>
Current Liabilities
 Current maturities of long term debt
  and demand notes payable                 $    1,169,766   $    522,679
 Accounts payable                               1,576,243        251,093
 Accrued expenses                               1,369,344        462,023
                                             ------------   ------------
 Total current liabilities                      4,115,353      1,235,795

Long term debt, net of current
 maturities                                    11,618,492      6,022,147
                                             ------------   ------------
 Total liabilities                             15,733,845      7,257,942
                                             ------------   ------------


Shareholders' Equity
 Series A convertible
  Preferred stock, $.01 par value
     $4,000,000 liquidation value in 1998
     $2,500,000 liquidation value in 1997
  Authorized 5,000,000 shares
  Issued and outstanding 40,000 shares in 1998
                         25,000 shares in 1997
                                                      400            250
 Common stock $.01 par value
  Authorized 20,000,000 shares
  Issued and outstanding 5,370,113 shares in 1998
                         5,228,973 shares in 1997 53,7017         52,289

  Additional paid-in-capital                   21,529,076     19,562,462
  Deficit                                      (6,314,202)    (6,613,814)
                                             ------------   ------------
                                               15,268,975     13,001,187
  Less common stock subscribed                   (482,916)      (507,916)
                                             ------------   ------------
 Total shareholders' equity                    14,786,059     12,493,271
                                             ------------   ------------
                                             $ 30,519,904   $ 19,751,213
                                             ============   ============
</TABLE>













                                      -4-
<PAGE>
<TABLE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                               Three Months Ended
                                                                     June 30
                                                               1998          1997
                                                           -----------    -----------
<S>                                                        <C>            <C>        
  Net Sales                                                $ 9,739,325    $ 5,514,006
  Cost of sales                                              7,781,199      4,172,650
                                                           -----------    -----------
  Gross profit                                               1,958,126      1,341,356

  Operating expenses
      Selling, administrative and general
       expenses                                              1,085,288        755,966
                                                           -----------    -----------
  Income from operations                                       872,838        585,390
                                                           -----------    -----------
  Other (expenses) income
      Interest expense                                        (321,051)      (147,455)
      Interest income                                            1,336          3,397
                                                           -----------    -----------
                                                              (319,715)      (144,058)
                                                           -----------    -----------
  Income from continuing operations                            553,123        441,332
      before income tax benefit
         Income tax benefit                                        -0-        200,000
                                                           -----------    -----------
  Net income                                                   553,123        641,332
                                                           -----------    -----------
  Dividends on preferred stock                                 100,000            -0-
                                                           -----------    -----------
  Net income attributable to common shares                     453,123        641,332
                                                           ===========    ===========

  Basic earnings per share                                 $      0.08    $      0.13
                                                           ===========    ===========
      Weighted average common shares outstanding             5,368,454      5,019,044
                                                           ===========    ===========
  Diluted earnings per share                               $      0.07    $      0.10
                                                           ===========    ===========
      Weighted average common shares outstanding             5,368,454      5,019,044
      Add: effect of vested and non-vested
            dilutive securities                              1,396,992      1,542,712
      Add: effect of convertible preferred shares              941,177            -0-
                                                           -----------    -----------
      Diluted weighted average common shares outstanding     7,706,623      6,561,756
                                                           ===========    ===========
</TABLE>










                                      -5-
<PAGE>
<TABLE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                               Six Months Ended
                                                                    June 30
                                                                 1998           1997
                                                           ------------    ------------
<S>                                                        <C>             <C>         
  Net Sales                                                $ 16,753,779    $ 10,013,329
  Cost of sales                                              13,570,278       7,715,173
                                                           ------------    ------------
  Gross profit                                                3,183,501       2,298,156
  Operating expenses
      Selling, administrative and general
      expenses                                                2,175,369       1,416,686
                                                           ------------    ------------
  Income from operations                                      1,008,132         881,470
                                                           ------------    ------------
  Other (expenses) income
      Interest expense                                         (629,146)       (286,230)
      Interest income                                             1,925          10,516
      Proceeds from insurance recovery                          118,701             -0-
                                                           ------------    ------------
                                                               (508,520)       (275,714)
                                                           ------------    ------------
  Income from continuing operations
      before income tax benefit                                 499,612         605,756
         Income tax benefit                                         -0-         200,000
                                                           ------------    ------------
  Net income                                                    499,612         805,756
                                                           ------------    ------------
  Dividends on preferred stock                                  200,000             -0-
                                                           ------------    ------------
  Net income attributable to common shares                 $    299,612    $    805,756
                                                           ============    ============

  Basic earnings per share                                 $       0.06    $       0.16
                                                           ============    ============
      Weighted average common shares outstanding              5,362,540       4,981,017
                                                           ============    ============
  Diluted earnings per share                               $       0.06    $       0.12
                                                           ============    ============
      Weighted average common shares outstanding              5,362,540       4,981,017
      Add: effect of vested and non-vested
            dilutive securities                               1,396,992       1,599,047
      Add: effect of convertible preferred shares               941,177             -0-
                                                           ------------    ------------
      Diluted weighted average common shares outstanding      7,700,709       6,580,064
                                                           ============    ============
</TABLE>











                                      -6-
<PAGE>
<TABLE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                              Six Months Ended
                                                                   June 30
                                                             1998             1997
                                                          ------------    ------------
<S>                                                       <C>             <C>
  Cash flows from operating activities
      Net Income                                          $    499,612    $    805,756
                                                          ------------    ------------
      Adjustments to reconcile net income
        to net cash provided by (used in)
        operating activities
           Deferred income tax                                     -0-        (200,000)
           Depreciation and amortization                       781,520         364,696
           Decrease in accounts receivable allowance           (13,000)            -0-

      (Increase) decrease in assets, net of the effects
      of an acquisition
           Accounts receivable                              (2,752,910)     (1,078,851)
           Inventories                                         641,433        (564,422)
           Other current and long-term assets                 (132,562)        (70,857)
      (Decrease) increase in liabilities
          Accounts payable and accrued expenses              2,232,471         218,701
                                                          ------------    ------------
      Total adjustments                                        756,952      (1,330,733)
                                                          ------------    ------------
  Net cash provided by (used in) operating activities        1,256,564        (524,977)
                                                          ------------    ------------
  Cash flows from investing activities
      Acquisition of property and equipment                 (2,151,510)       (426,158)
      Payment for acquisitions                             (10,000,000)       (900,618)
                                                          ------------    ------------
  Net cash used in investing activities                    (12,151,510)     (1,326,776)
                                                          ------------    ------------
</TABLE>






















                                      -7-
<PAGE>
<TABLE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                    Six Months Ended
                                                        June 30
                                                   1998          1997
                                               -------------  -------------
<S>                                            <C>            <C>
  Cash flows from financing activities
      Dividends paid                           ($  200,000)   $       -0-
      Net Proceeds from working capital line     2,864,238        819,092
      Net Proceeds from equipment term loan        550,668            -0-
      Proceeds from long term debt               1,986,100            -0-
      Repayments of long term debt                 (36,574)        37,850
      Net proceeds from issuance of stock        1,468,176         21,926
      Proceeds from stock subscribed                25,000            -0-
                                               -----------    ------------
  Net cash provided by financing activities      6,657,608        878,868
                                               -----------    ------------
  Net decrease in cash                          (4,237,338)      (972,885)

  Cash, beginning of period                      4,411,347      1,236,709
                                               -----------    ------------
  Cash, end of period                          $   174,009    $   263,824
                                               ===========    ============
</TABLE>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION

         Cash paid during the period for
           Interest                               $629,146       $286,230


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:

   The Company  purchased  Benjamin Obdyke,  Inc.'s roof drainage division
   for a combination of cash, common stock, and subordinated debt totaling
   $11,379,000.  In connection with the acquisition,  the following assets
   were acquired and liabilities incurred:

       Inventory                               $ 2,392,149
       Equipment and dies                        1,401,815
       Goodwill and other intangible assets      7,585,036
       Cash paid for assets                    (10,000,000)
       Value assigned to common stock             (500,000)
                                               ------------
       Liabilities incurred                    $   879,000
                                               ============



                                      -8-
<PAGE>
                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements


Note 1.   Basis of Presentation:

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and the  instructions to Form 10-Q and Rule
10-01 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
solely  of  normal  recurring   accruals)   considered   necessary  for  a  fair
presentation have been included.


Note 2.   Inventories:

         Inventories  are  valued  at the  lower  of  cost  or  market.  Cost is
determined using the first-in, first-out method ("FIFO").

         Components  of  inventories  at June 30,  1998 and  December  31,  1997
consist of the following:


                                     June 30, 1998       December 31, 1997
                                   ----------------     ------------------

         Raw materials              $2,160,248              $1,422,501
         Finished goods              2,145,242               1,215,959
         Packaging materials
           and supplies                143,692                  60,006
         Less provision for
         Obsolescence                  (46,000)                (46,000)
                                    ------------            -----------
                                    $4,403,182              $2,652,466
                                    ============            ===========

         All  inventory  is  currently  used in the  business  of the  Company's
subsidiary, Berger Bros Company.


Note 3.   Property, Plant and Equipment:

         Property,  plant and  equipment  is  recorded  at cost.  Costs of major
additions and betterments are capitalized;  maintenance and repair costs,  which
do not  improve  or extend the life of the  respective  assets,  are  charged to
operations as incurred.
Leasehold  improvements  are  amortized  over the  shorter  of the lease term or
useful life.




















                                      -9-
<PAGE>
         When an asset is sold,  retired,  or otherwise disposed of, the cost of
the  property  and the  related  accumulated  depreciation  is removed  from the
respective accounts, and any resulting gains or losses are included in income.

         For  financial  reporting  purposes,  depreciation  is  computed on the
straight-line  method over the estimated useful lives of the assets.  For income
tax purposes, depreciation is computed on accelerated methods.





ITEM 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operation.

Results of Operations


         The  financial  statements  include the accounts of the Company and its
wholly-owned   subsidiary,   Berger  Financial  Corporation   ("Financial")  and
Financial's  wholly-owned  subsidiary,  Berger Bros  Company.  All  intercompany
transactions and balances have been eliminated.

         Sales for the three  month  period  ended June 30,  1998 (the  "Current
Quarter") were $9,739,325,  an increase of 76.6%, or $4,225,319,  as compared to
$5,514,006  for the three  month  period  ended June 30,  1997 (the  "Comparable
Quarter").  This  increase  was  primarily  due to the  acquisition  of Benjamin
Obdyke, Inc.'s roof drainage division (the "Obdyke Acquisition").

         During the Current Quarter, the Company reported net income of $553,123
on net  sales of  $9,739,325,  as  compared  to net  income of  $641,332  (which
included a $200,000 tax benefit) on net sales of $5,514,006  for the  Comparable
Quarter.  Reduced sales margins due to a change in product sales mix, along with
increased depreciation, amortization and interest expense, offset revenue gains.

         Income from  continuing  operations in the Current Quarter was $553,123
versus $441,332 in the Comparable Quarter, an increase of 25.3%, which primarily
can be attributed  to the accretive  value of economies of scale from the Obdyke
Acquisition.

         Cost of Sales were  $7,781,199  in the  Current  Quarter as compared to
$4,172,650 in the  Comparable  Quarter.  As a percentage  of net sales,  Cost of
Sales  increased to 79.9% in the Current  Quarter  from 75.7% in the  Comparable
Quarter.  This increase is attributable to reduced sales margins due to a change
in product sales mix created by the Acquired Division (as defined below).













                                      -10-
<PAGE>
         Selling,  general and  administrative  expenses were  $1,085,288 in the
Current Quarter as compared to $755,966 in the Comparable Quarter. This increase
in expenses was primarily due to additional  costs  incurred in order to support
the business growth provided by the Obdyke  Acquisition.  As a percentage of net
sales,  selling,  general and administrative  expenses decreased to 11.1% in the
Current Quarter, as compared to 13.7% in the Comparable Quarter,  which reflects
the accretive value of economies of scale.

         Sales for the six  month  period  ended  June 30,  1998  (the  "Current
Half"),  were $16,753,779,  an increase of 67.3%, or $6,740,450,  as compared to
$10,013,329 for the six month period ended June 30, 1997 (the "Comparable Half).
This increase was primarily due to the Obdyke Acquisition.

         Net income for the  Current  Half was  $499,612 as compared to
$805,756 in the  Comparable  Half.  In 1997,  the deferred  tax asset  valuation
account  was  reduced in excess of the  current  tax  provision  resulting  in a
$200,000 net tax benefit (see below), in both the Quarter and the Half.

         The  following  sets forth the  provision for income taxes for
the six months ended June 30:

                                                1998             1997
                                                ----             ----
      Current, federal and state
           at statutory rates                 $200,000         $240,000
      Deferred, reduction of
           valuation allowance                (200,000)        (440,000)
                                            -------------    -------------
      Tax benefit                             $     -0-       ($200,000)
                                            =============    =============

         Selling,  general and administrative  expenses in the Current Half were
$2,175,369,  or 12.9% of sales, as compared to $1,416,686, or 14.1% of sales, in
the  Comparable  Half.  This  reduction  in  percentage  was due  mainly  to the
accretive value of economies of scale.



Liquidity and Capital Resources

         On January 2, 1998, the Company consummated the acquisition of the Roof
Drainage Division (the "Acquired  Division") of its major  competitor,  Benjamin
Obdyke, Inc. ("Obdyke").  Sales for the Acquired Division totaled $19,700,000 in
1997.  The  total  cost of the  Obdyke  Acquisition  was  $11,379,000,  of which
$10,000,000  was paid in cash at closing.  The balance was  satisfied by issuing
125,000  shares of the Common Stock and an $879,000 note which is repayable over
a two-year  period.  In addition,  the Company issued to the seller a warrant to
purchase  50,000  shares of Common Stock.  This warrant can be exercised  over a
two-year  period at a price of $4.4175  per share.  The  assets  purchased  from
Obdyke  included  $1,401,815 of equipment and dies and  $2,392,149 of inventory.
The remaining  $7,585,036 of the purchase  price has been assigned to intangible
assets, which include non-compete  agreements,  customer lists and goodwill. The
Obdyke  Acquisition  was funded in part through the issuance of 40,000 shares of
the  Company's   Series  A  Convertible   Preferred  Stock  at  $100  per  share
(convertible at $4.25),  $2,500,000 of 12.25% five-year subordinated debentures,
with 300,000  warrants  attached  exercisable  at $4.25,  due  quarterly  and an
increase in the credit facility with Summit Bank (the "Working Capital Loan") by
$4,160,000.  A portion of the proceeds from these  financings  was also used for
other corporate purposes.

                                      -11-
<PAGE>
         At June 30, 1998, working capital was $6,138,874,  resulting in a ratio
of current  assets to current  liabilities  of 2.49 to 1, as compared to working
capital of $8,656,066  (including $4.5 million in cash earmarked for the January
2, 1998 acquisition) and a ratio of 8.00 to 1 at December 31, 1997.



         Current  liabilities  at June 30, 1998 totaled  $4,115,353,  consisting
primarily of $2,945,587 in accounts  payable and accrued expenses and $1,169,766
in current  maturities of long-term  debt.  At December 31, 1997,  total current
liabilities  were  $1,235,795,  consisting  primarily  of  $713,116  in accounts
payable and accrued  expenses  and $522,679 in current  maturities  of long-term
debt.  The increase is primarily due to the  seasonality of the business and the
expansion resulting from the Obdyke acquisition.


         At June 30 1998, the Company had  shareholders'  equity of $14,786,059,
as compared to $12,493,271 at December 31, 1997. The increase is attributable to
the following:
      Issuance of preferred stock                $1,500,000
      Issuance of common stock                      524,985
      Less cost of raising capital                  (56,809)
      Less dividends paid on preferred stock       (200,000)
      Reduction of stock subscribed                  25,000
      Net income for current period                 499,612
                                                ---------------
                                                 $2,292,788
                                                ===============

         Cash  provided  by  operating  activities  for  the  Current  Half  was
$1,256,564  as  compared  to  $524,977  used  in  operating  activities  in  the
Comparable  Half.  The  difference  between  periods  is  primarily  due  to the
Company's net increases in sales,  accounts  receivable,  inventory and accounts
payable occurring from the Obdyke Acquisition.



         Net  cash  used in  investing  activities  totaled  $12,151,510  in the
Current Half, as compared to $1,326,776 used in the Comparable  Half,  primarily
due to the Obdyke  Acquisition in 1998 and the  acquisition of all of the common
stock of Real-Tool Inc.
in February, 1997.



         Net cash provided by financing activities was $6,657,608 in the Current
Half,  due to the Obdyke  acquisition,  as compared to $878,868  provided in the
Comparable  Half.  The unused credit line as of June 30, 1998 was  approximately
$2,688,086.










                                      -12-
<PAGE>
                          PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         None.

Item 2 - Changes in Securities and Use of Proceeds.

         None.

Item 3 - Defaults Upon Senior Securities.

         None.

Item 4 - Submission of Matters to a Vote of Securities Holders.

         The Company's 1998 Annual Meeting of  Shareholders  (the "Meeting") was
held  on  June  17,  1998  at  the  Company's   headquarters  in   Feasterville,
Pennsylvania.  At the  Meeting,  Paul L.  Spiese,  III  and  Larry  Falcon  were
re-elected as directors of the company, with terms to expire in the year 2001 or
until their  successors  in office have been duly  elected and  qualified.  With
regard to Mr. Spiese,  4,696,707 votes were cast in favor of his election,  zero
against and 45,387  abstained.  With regard to Mr. Falcon,  4,416,773 votes were
cast in favor of his election, zero against and 325,321 abstained.

         The  following  directors  have terms of office  that  continued  after
the Meeting:  Joseph F. Weiderman,  Jacob I. Haft, M.D.,  Theodore A. Schwartz,
Dr. Irving Kraut, John P. Kirwin, III and Jay Seid.

         The  proposal to amend the  Company's  1996 Stock  Incentive  Plan (the
"Plan") was also approved. The amendments to the Plan included amendments to (i)
redesignate  the Plan  (which  had  previously  been  designated  as the  Berger
Holdings,  Ltd. 1996 Non-Qualified Stock Incentive Plan) as the Berger Holdings,
Ltd. 1996 Stock Incentive  Plan",  (ii) expand the class of persons  eligible to
participate  in the Plan to include  officers  and  directors of the Company and
certain  consultants  and  advisors  to the Company  and its  affiliates,  (iii)
increase  the number of shares of Common Stock  available  for grants of options
under the Plan from 75,000  shares to 1,000,000  shares,  (iv) permit  grants of
"incentive  stock  options"  (as that  term is  defined  in  Section  422 of the
Internal Revenue Code of 1986, as amended (the "Code"); (v) increase the maximum
number of shares  issuable to one employee in one  calendar  year from 20,000 to
100,000; and (vi) permit grants of options under the terms of the Plan such that
income attributable to their exercise may be characterized as "performance-based
compensation" as that term is used for purposes of Code Section 162(m).

         With  regard to the  proposal to amend the Plan,  4,297,060  votes were
cast in favor, 295,630 against and 37,245 abstained.

Item 5 - Other Information.

         Not applicable.

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

         None.






                                      -13-
<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.


                                    BERGER HOLDINGS, LTD.




                                    By:/s/ JOSEPH F. WEIDERMAN
                                    Joseph F. Weiderman
                                    President and
                                    Chief Operating Officer


                                    By:/s/ FRANCIS E. WELLOCK, JR.
                                    Francis E. Wellock, Jr.
                                    Chief Financial Officer

                                    Date:  August 11, 1998






























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