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, 1999
                           or
   _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

or 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  August  13,  1999,  the  Registrant  had
               outstanding 5,405,265 shares of its common stock, par
               value $0.01 per share (the "Common Stock").

                                       1

<PAGE>

                                   BERGER HOLDINGS, LTD.

INDEX                                                                 Page
PART I   FINANCIAL INFORMATION

         Item 1.  Condensed Consolidated Balance
                    Sheets at June 30, 1999 and
                    December 31, 1998                                  3

                    Condensed Consolidated Statements of
                    Operations for the three month periods
                    ended June 30, 1999 and 1998                       5

                    Condensed Consolidated Statements of
                    Operations for the six month periods
                    ended June 30, 1999 and 1998                       6

                    Condensed Consolidated Statements
                    of Cash Flows for the six month periods
                    ended June 30, 1999 and 1998                       7

                    Notes to Condensed Consolidated
                    Financial Statements                               8

         Item 2.  Management's Discussion and
                    Analysis of Financial Condition
                    and Results of Operations                          9

         Item 3.  Quantitative and Qualitative Disclosures
                    About Market Risk                                 13

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

                                       2

<PAGE>
<TABLE>

                      BERGER HOLDINGS, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>

                        ASSETS                                June 30,             December 31,
                                                               1999                   1998
                                                            (unaudited)             (audited)
                                                        --------------------      --------------------
<S>
Current Assets
                                                         <C>                      <C>
     Cash                                                $           93,690       $        149,885
     Trade accounts receivable, net of
       allowance for doubtful accounts of
       $30,000 in 1999 & 1998                                     4,900,757              3,928,858
     Inventories (Note 2)                                         6,489,746              6,552,420
     Prepaid and other assets                                       321,203                283,744
     Deferred income taxes                                          484,000                484,000
                                                         --------------------      --------------------

    Total current assets                                         12,289,396             11,398,907


     Property and equipment, net                                 10,834,902              9,789,015
     Deferred income taxes                                        1,473,105              1,731,201
     Other assets, net                                            3,484,020              4,342,283
     Goodwill, net                                                6,910,754              7,325,798
                                                         --------------------      --------------------


     Total Assets                                       $        34,992,177        $    34,587,204
                                                        ===================        ===============
</TABLE>


                                       3

<PAGE>

<TABLE>


           BERGER HOLDINGS, LTD. AND SUBSIDIARY
           CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
           LIABILITIES AND STOCKHOLDERS' EQUITY                  June 30,              December 31,
                                                                  1999                    1998
                                                               (unaudited)              (audited)
                                                           --------------------    ---------------------
<S>
Current liabilities
                                                           <C>                     <C>
     Current maturities of long term debt                  $         1,678,672     $         2,062,286
     Accounts payable                                                1,972,005                 960,953
     Accrued expenses                                                1,400,757               1,141,933
                                                           --------------------    --------------------

     Total current liabilities                                       5,051,433               4,165,172

Long term debt (Note 4)                                             17,678,988              14,560,307
Redeemable common stock, 125,000 shares                                500,000                 500,000
Commitments and contingencies                                                -
                                                                                                    -

Stockholders' Equity
     Series A convertible preferred stock, $.01 par value
          $4,000,000 liquidation value in 1998
          Authorized  5,000,000  shares
          Issued  and  outstanding 40,000 shares in 1998
                                                                             -                     400

     Common  stock  $.01 par  value
     Authorized  20,000,000  shares
     Issued and outstanding
     5,405,265 shares in 1999
     5,301,330 shares in 1998                                           54,053                  53,013

       Additional paid-in-capital                                   17,114,887              21,114,214
       Deficit                                                      (4,864,422)             (5,322,986)
       Treasury stock at cost, 20,000 shares (Note 5)                  (59,846)                      -
                                                           --------------------    --------------------


                                                                    12,244,672              15,844,641

       Less common stock subscribed                                   (482,916)               (482,916)
                                                           --------------------    --------------------

     Total shareholders' equity (Note 4)                            11,761,756              15,361,725
                                                           --------------------    --------------------

     Total liabilities and stockholders' equity            $        34,992,177     $        34,587,203
                                                           ===================     ===================
</TABLE>

                                       4

<PAGE>

<TABLE>

                BERGER HOLDINGS, LTD. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                           Three Months Ended June 30,
                                                                            1999                 1998
                                                                        (unaudited)           (unaudited)
                                                                     -------------------   ------------------
<S>                                                                  <C>                   <C>
Net sales                                                            $       11,091,149    $       9,739,325
Cost of sales                                                                 8,503,553            7,781,199
                                                                     -------------------   ------------------

Gross profit                                                                  2,587,596            1,958,126

Selling, general and administrative expenses                                  1,341,410            1,085,288
                                                                     -------------------   ------------------

Income from operations                                                        1,246,186              872,838

Other (expense) income
     Interest expense                                                          (463,595)            (321,051)
     Interest income                                                              6,566                1,336
                                                                     -------------------   ------------------


                                                                              (457,029)            (319,715)
                                                                     -------------------   ------------------

Income before provision for income tax
       and preferred stock dividend                                            789,157              553,123

     Provision for income tax (Note 3)                                         284,096                    -
                                                                     -------------------   ------------------

Income before preferred stock dividend                                         505,061              553,123

Preferred stock dividend                                                             -              100,000
                                                                     -------------------   ------------------

Net income available to common stockholders                          $         505,061     $         453,123
                                                                     ===================   ==================

Basic earnings per share                                             $            0.09     $            0.08
                                                                     ===================   ==================
     Weighted average common shares outstanding                              5,525,529             5,368,454
                                                                     ===================   ==================
Diluted earnings per share                                           $            0.08     $            0.07
                                                                     ===================   ==================
     Weighted average common shares outstanding                              5,525,529             5,368,454
     Add: effect of vested and non-vested dilutive securities                  972,372             1,396,992
     Add: effect of convertible debt and preferred stock                       941,177               941,177
                                                                     -------------------   ------------------

     Diluted weighted average common shares outstanding                      7,439,078             7,706,623
                                                                     ===================   ==================
</TABLE>

                                      5

<PAGE>

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

<CAPTION>
                                                                            Six Months Ended June 30,
                                                                            1999                 1998
                                                                        (unaudited)           (unaudited)
                                                                     -------------------   ------------------
<S>                                                                  <C>
Net sales                                                            $       19,299,131   $       16,753,779
Cost of sales                                                                15,112,207           13,570,278
                                                                     -------------------   ------------------

Gross profit                                                                  4,186,924            3,183,501

Selling, general and administrative expenses                                  2,542,889            2,175,369
                                                                     -------------------   ------------------

Income from operations                                                        1,644,035            1,008,132

Other (expense) income
     Interest expense                                                          (937,368)            (629,146)
     Interest income                                                              9,993                1,925
     Proceeds from insurance recovery                                                 -              118,701
                                                                     -------------------   ------------------


                                                                              (927,375)            (508,520)
                                                                     -------------------   ------------------

Income before provision for income tax
       and preferred stock dividend                                            716,660              499,612

     Provision for income tax (Note 3)                                         258,096                    -
                                                                     -------------------   ------------------

Income before preferred stock dividend                                         458,564              499,612
                                                                     -------------------   ------------------

Preferred stock dividend                                                             -              200,000
                                                                     -------------------   ------------------

Net income available to common stockholders                          $         458,564     $        299,612
                                                                     ===================   ==================
Basic earnings per share                                             $            0.08     $           0.06
                                                                     ===================   ==================

     Weighted average common shares outstanding                              5,516,666            5,362,540
                                                                     ===================   ==================
Diluted earnings per share                                           $            0.08     $           0.06
                                                                     ===================   ==================
     Weighted average common shares outstanding                              5,516,666            5,362,540
     Add: effect of vested and non-vested dilutive securities                1,068,058            1,396,992
     Add: effect of convertible debt and preferred stock                       941,177              941,177
                                                                     -------------------   ------------------

     Diluted weighted average common shares outstanding                      7,525,901            7,700,709
                                                                     ===================   ==================
</TABLE>

                                      -6-

<PAGE>

<TABLE>

                 BERGER HOLDINGS, LTD. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                Six Months Ended June 30,
                                                                               1999                  1998
                                                                           (unaudited)            (unaudited)
                                                                       -------------------    ------------------
<S>                                                                    <C>
Cash flows from operating activities
     Net income                                                        $          458,564      $        499,612
     Adjustments to reconcile net income to net cash
       provided by operating activities

         Depreciation and amortization                                            934,992               781,520
         Decrease in accounts receivable allowance                                      -               (13,000)
     Change in operating assets and liabilities, excluding acquisitions
         Accounts receivable                                                     (971,899)           (2,752,910)
         Inventories                                                               62,674               641,433
         Other current and long-term assets                                      (100,601)             (132,562)
         Accounts payable                                                       1,011,052             1,325,150
         Accrued expenses                                                         258,824               907,321
                                                                        -------------------    ------------------

Net cash provided by (used in) operating activities                             1,653,606             1,256,564
                                                                        -------------------    ------------------

Cash flows from investing activities
     Acquisition of companies, net of cash acquired                                     -           (10,000,000)
     Acquisition of property and equipment                                       (514,726)           (2,151,510)
                                                                        -------------------    ------------------
Net cash used in investing activities                                            (514,726)          (12,151,510)
                                                                        -------------------    ------------------

Cash flows from financing activities
     Dividends paid                                                                     -               (200,000)
     Net proceeds (repayment) working capital line                               (181,741)             2,864,238
     Net proceeds (repayment) equipment term loan                                (265,998)               550,668
     Proceeds from long term debt                                                  44,180             1,986,100
     Loan and mortgage repayments                                                (732,983)              (36,574)
     Net proceeds from issuance of stock                                            1,313             1,468,176
     Proceeds from stock subscribed                                                     -                25,000
     Repurchase of common stock                                                   (59,846)                    -
                                                                       -------------------    ------------------
Net cash provided by (used in) financing activities                            (1,195,075)             6,657,608
                                                                        -------------------    ------------------

Net increase (decrease) in cash                                                   (56,195)           (4,237,338)
Cash, beginning of period                                                         149,885             4,411,347
                                                                        -------------------    ------------------
Cash, end of period
                                                                        $          93,690      $        174,009
                                                                        ===================    ==================
Supplemental Disclosure of Cash Flow Information

Cash paid during the period for interest                                $         937,368      $        629,146
                                                                        ===================    ==================
</TABLE>

                                       7

<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,  1999 and  December  31,  1998
consisted of the following:


                                          June 30,                 December 31,
                                            1999                       1998
                                    ----------------        ------------------
<TABLE>

<S>                                <C>                      <C>
Raw materials                      $        3,579,514       $        3,951,194
Finished goods                              2,892,756                2,624,451
Packaging material and supplies               163,476                  122,775
Less provision for obsolescence              (146,000)                (146,000)
                                   --------------------     -------------------

     Total inventories            $         6,489,746     $          6,552,420
                               ========================   =====================

</TABLE>

Note 3.   Income Taxes:

         Consolidated  income tax for the six month  periods ended June 30, 1999
and 1998 are $258,096 and zero, which result in an effective tax rate of 36% and
0%,  respectively.  The  rate  of tax in  relation  to  pre-tax  loss in 1999 is
consistent with the year end effective rate prior to the change in the valuation
allowance.  The absence of a tax benefit in 1998 is due to the  recognition of a
valuation  allowance  for the tax  benefit  related to the net  operating  loss.
During 1999, the Company is reporting a provision for income taxes,  but is only
paying  state  taxes due to the  availability  of  approximately  $5,500,000  in
federal net operating loss carryforwards.


                                       8

<PAGE>

Note 4.   Long Term Debt:


         During the first quarter of 1999,  and effective as of January 1, 1999,
40,000 shares of the Company's Series A Convertible Preferred Stock (the "Series
A Preferred  Stock")  were  exchanged  for  $4,000,000  principal  amount of 10%
Subordinated  Convertible  Debentures due December 31, 2003 ("10%  debentures").
The 10%  debentures  are  convertible  at any time into shares of the  Company's
common stock, $0.01 par value, at $4.25 a share, or 23.53 shares of common stock
for each $100 principal  amount of 10% debentures  outstanding on the conversion
date, subject to specified anti-dilution adjustments.

         The 12.25% subordinated debenture (12.25% debenture) matures on January
2, 2004.  The interest rate on the 12.25%  debenture will increase on January 2,
2002 for $2,000,000 of the 12.25%  debenture from 12.25% to 20% until  maturity;
and on  January 2, 2002 for  $500,000  of the 12.25%  debenture  from  12.25% to
19.25%.  The interest rate will decrease on $500,000 of the 12.25%  debenture on
January 3, 2003 to 14% until maturity. The 12.25% debentures are not convertible
into common shares.

         Simultaneously with the conversion of the Series A Preferred Stock, the
Company extended the exercise date on 300,000 common stock warrants from January
2, 2003 to December  31, 2003;  and  extended  the  maturity  date on its 12.25%
debentures  from January 2, 2003 to December 31, 2003.  The increase in interest
rates to 20% and 19.25%,  respectively,  on the 12.25%  debentures were extended
from January 2, 2001 for $2,000,000 of the 12.25%  debenture to January 2, 2002;
and were extended  from January 3, 2001 for $500,000 of the 12.25%  debenture to
January 2, 2002.  The interest  rate  decrease from 19.25% to 14% on $500,000 of
the 12.25%  debenture will be extended to January 2, 2003 from the original date
of January 3, 2002.

         By making  the  conversion  from  preferred  stock to  debentures,  the
Company saves  approximately  $144,000 due to the additional interest expense as
opposed to dividends.



Note 5.   Treasury Stock:

         On May 18,  1999  the  Company's  Board  of  Directors  authorized  the
repurchase  of up to 540,000  shares,  or  approximately  10%, of the  Company's
common stock. The repurchases will be made from time to time through open market
purchases or privately negotiated  transactions at the discretion of the Company
and in accordance with the rules of the Securities and Exchange Commission.  The
amount and timing of the repurchases will depend on market  conditions and other
factors.


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,  1999 (the  "Current
Quarter") were $11,091,149,  an increase of 13.9%, or $1,351,824, as compared to
$9,739,325  for the three  month  period  ended June 30,  1998 (the  "Comparable
Quarter").  This increase was primarily due to the  acquisition of the assets of
Sheet Metal  Manufacturing Co., Inc. (the "Sheet Metal Acquisition") on December
7, 1998. This is the sixth  consecutive  quarter in which the Company has posted
an increase in sales as compared to the comparable quarter of the prior year.

                                       9

<PAGE>

         During the Current Quarter, the Company reported net income of $505,061
(which  includes  a  provision  for  income  tax of  $284,096)  on net  sales of
$11,091,149,  as compared  to net income of  $453,123  (which does not include a
provision for income tax) on net sales of $9,739,325 for the Comparable Quarter.
Excluding  the 1999  provision  for income tax of $284,096,  the  Company's  net
income attributable to common stockholders actually increased over 74% (see Note
3).

         Income from  operations  in the Current  Quarter is  $1,246,186  versus
$872,838 in the Comparable Quarter, an increase of 42.8%, which primarily can be
attributed to economies of scale realized from the Sheet Metal  Acquisition  and
the Company's concentration on more profitable product lines.

         Cost of sales were  $8,503,553  in the  Current  Quarter as compared to
$7,781,199 in the  Comparable  Quarter.  As a percentage  of net sales,  Cost of
sales  decreased to 76.7% in the Current  Quarter  from 79.9% in the  Comparable
Quarter.  This  decrease  is  attributable  to the change in  product  sales mix
generated by the Sheet Metal Acquisition.

         Selling,  general and  administrative  expenses were  $1,341,410 in the
Current  Quarter as compared  to  $1,085,288  in the  Comparable  Quarter.  This
increase in expenses was primarily due to additional  costs  incurred to support
the business  growth  relating to the Sheet Metal  Acquisition  and building the
infrastructure for future acquisitions.  As a percentage of net sales,  selling,
general and  administrative  expenses increased to 12.1% in the Current Quarter,
compared to 11.1% in the Comparable Quarter.

         Sales for the six month period ended June 30, 1999 (the "Current Half")
were  $19,299,131,   an  increase  of  15.2%,  or  $2,545,352,  as  compared  to
$16,753,779  for the six month  period  ended  June 30,  1998  (the  "Comparable
Half"). This increase was primarily due to the Sheet Metal Acquisition.

         Net  income  for the  Current  Half  was  $458,564  (which  includes  a
provision for income tax of $258,096) as compared to $299,612  (which included a
one-time insurance  recovery of $118,701) in the Comparable Half.  Excluding the
taxes in 1999,  net income was $716,660 and excluding the insurance  recovery in
1998, net income was $380,911, for an improvement of $335,749, or 88.1%.

         Income  from  operations  in the  Current  Half was  $1,644,035  versus
$1,008,132 in the Comparable Half, an increase of 63.1%,  which primarily can be
attributed  to the  accretive  economies  of scale  realized by the Company from
prior acquisitions.

         Cost of Sales were  $15,112,207  in the  Current  Half as  compared  to
$13,570,278 in the Comparable Half. As a percentage of net sales,  Cost of Sales
decreased to 78.3% in the Current Half from 81.0% in the Comparable  Half.  This
decrease is primarily  attributable to the change in product sales mix generated
by the Sheet Metal Acquisition.

         Selling, general and  administrative  expenses in the Current Half were
$2,542,889,  or 13.2% of sales, as compared to $2,175,369, or 13.0% of sales, in
the Comparable  Half.  This increase in expenses was primarily due to additional
costs  incurred  to support  the  business  growth  relating  to the Sheet Metal
Acquisition and building the infrastructure for future acquisitions.


Liquidity and Capital Resources

         At June 30, 1999, the Company had long-term debt consisted of a working
capital and term loan of $8,044,558,  10% Convertible  Debentures of $4,000,000,
notes payable and leases of $2,872,840 and a Mortgage for $2,761,590 for a total
of $17,678,988. See Note 4 for a description of the 10% Convertible Debentures.

                                       10

<PAGE>

         At June 30, 1999, working capital was $7,237,963,  resulting in a ratio
of current  assets to current  liabilities  of 2.43 to 1, as compared to working
capital of $7,233,735 and a ratio of 2.74 to 1 at December 31, 1998.

         Current  liabilities  at June 30, 1999 totaled  $5,051,433,  consisting
primarily of $3,372,762 in accounts  payable and accrued expenses and $1,678,672
in current  maturities of long-term  debt.  At December 31, 1998,  total current
liabilities  were  $4,165,172,  consisting  primarily of  $2,102,886 in accounts
payable and accrued  expenses and $2,062,286 in current  maturities of long-term
debt. The increase is primarily due to the seasonality of the business.

         At June 30, 1999, the Company had shareholders'  equity of $11,761,756,
as compared to  $15,844,641  at December  31, 1998.  This  decrease is primarily
attributable to the conversion of 40,000 shares of Series A Preferred Stock into
subordinated convertible debentures.

         Cash provided by operating activities for the Current Half was
$1,653,606 as compared to $1,256,564 in the Comparable Half.  This increase is
due to the additional cash flow provided by the acquisition of the roof drainage
division of Benjamin Obdyke, Inc. and SheetMetal Mfg. Co.

         Net cash used in investing  activities  totaled $514,726 in the Current
Half, as compared to $12,151,510 used in the Comparable Half. This difference is
due to the acquisition of the roof drainage  division of Benjamin  Obdyke,  Inc.
and the construction of new office space in 1998.

         Net cash used in financing  activities  was  $1,195,075  in the Current
Half, as compared to $6,657,608 provided in the Comparable Half. This difference
is due to the financing required to complete the above mentioned  acquisition in
1998 and the Company's  ability to paydown debt by  approximately  $1,250,000 in
1999.  Availability  under  the  Working  Capital  Loan as of June 30,  1999 was
$3,057,448.



YEAR 2000 READINESS DISCLOSURE

         The Company is aware of Year 2000 Issues.  "Year 2000" Issues relate to
whether computer  hardware,  software and equipment will properly recognize date
sensitive  information referring to the Year 2000. Potential computer system and
equipment failures arising from years beginning with "20' rather than "19" are a
known risk.

         The Company currently has a program underway to remediate by the end of
the third quarter of 1999 all of the Company's significant computer systems that
are not Year 2000  compliant.  The  program  to ensure  its Year 2000  readiness
includes  the  following:  identifying  all  systems  which may not be Year 2000
compliant;  correcting or replacing those systems which are not Year 2000 ready;
testing the new or corrected systems to make sure they will operate according to
Year 2000 requirements; and inquiring of vendors and customers of the Company to
assess their Year 2000 readiness.  The Company has identified  certain  critical
software and hardware systems that need to be replaced or updated in order to be
Year 2000 compliant.  The Company has replaced or is in the process of replacing
such systems and intends to complete the replacement during the third quarter of
1999.

         The Company has been  inquiring of certain key  suppliers  and business
partners about their Year 2000 readiness.  While no assurances can be given that
key suppliers and business partners will remedy their own Year 2000 issues,  the
Company  to date has not  identified  any  material  impact  on its  ability  to
continue  normal  business  operations with suppliers or other third parties who
fail to address the Year 2000 issue.

         Actual costs associated with  implementation of the Company's Year 2000
program  are  not  expected  to be  material  to the  Company's  operations  and
financial  condition.  Costs of approximately  $350,000,  primarily for software
have been or are expected to be incurred and  capitalized.  As of June 30, 1999,
approximately $300,000 of costs have been expended.

                                       11

<PAGE>

         The Company  will  continue to monitor and  evaluate  the impact of the
Year 2000 issue on its  operations.  Until the Company has  completed  the final
testing part of its program,  the risks from potential Year 2000 failures cannot
be fully  assessed.  Due to this  situation,  the  Company  has not begun  final
contingency plans. These plans will be developed as potential Year 2000 failures
are identified in the final testing stages. Nevertheless,  if remediation is not
accomplished  successfully in a timely fashion and successful  contingency plans
are not  implemented,  the  Company  believes  the Year 2000 issue  could have a
material adverse effect on the Company.


                                       12

<PAGE>


ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk.

         For  information  regarding  the company's  exposure to certain  market
risks, see Item 7A, Quantitative and Qualitative  Disclosures About Market Risk,
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1998.  There have been no  significant  changes  since  December 31, 1998 in the
Company's portfolio of financial instruments or market risk exposures.


                           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 1999 Annual Meeting of  Shareholders  (the "Meeting") was
held  on  June  30,  1999  at  the  Company's   headquarters  in   Feasterville,
Pennsylvania.  At the Meeting, Joseph F. Weiderman, Jacob I. Haft, M.D. and John
P. Kirwin, III were re-elected as directors of the Company, with terms to expire
in the year 2002 or until their  successors in office have been duly elected and
qualified.  With regard to Mr. Weiderman,  4,633,706 votes were cast in favor of
his  election,  388  against  and 55,514  abstained.  With  regard to Mr.  Haft,
4,634,026  votes  were cast in favor of his  election,  68  against  and  55,514
abstained.  With regard to Mr. Kirwin, 4,633,744 votes were cast in favor of his
election, 350 against and 55,514 abstained.

         The following directors have terms of office that continued after the
Meeting: Theodore A. Schwartz, Paul L. Spiese, III, Dr. Irving Kraut,
Larry Falcon and Jay Seid.

Item 5 - Other Information.

         Not applicable.

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

         None.

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                                   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 13, 1999

                                       14

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