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 September 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  October  31,  1998,  the  Registrant  had
           outstanding 5,370,613 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 September 30, 1998 and
                  December 31, 1997                                      3

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

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

                  Condensed Consolidated Statement
                  of Cash Flows for the nine month periods
                  ended September 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                                     14

         Item 2.  Changes in Securities and Use of Proceeds             14

         Item 3.  Defaults Upon Senior Securities                       14

         Item 4.  Submission of Matters to a Vote of
                  Security Holders                                      14

         Item 5.  Other Information                                     14

         Item 6.  Exhibits and Reports on Form 8-K                      14

SIGNATURES                                                              15


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                    BERGER HOLDINGS, LTD. AND SUBSIDIARY
                                    CONDENSED CONSOLIDATED BALANCE SHEETS

                  ASSETS                             September 30,   December 31,
                                                         1998           1997
                                                     ------------   -------------
<S>                                                   <C>            <C>
Current Assets
     Cash                                             $   304,390    $ 4,411,347
     Trade accounts receivable, net of
       allowance for doubtful account of
       $30,000 in 1998 & $43,000 in 1997                4,295,737      1,655,327
     Inventories (Note 2)                               5,973,076      2,652,466
     Prepaid and other assets                             379,672        372,721
     Deferred income taxes                              1,000,000        800,000
                                                      -----------    -----------

    Total current assets                               11,952,875      9,891,861

Other Assets
     Property and equipment, net (Note 3)               9,603,590      6,110,128
     Deferred income taxes                                432,887        700,000
     Construction in progress, equipment
       deposits and other assets                          270,416        918,304
     Other assets                                       3,231,592        608,271
     Goodwill, net of accumulated amortization          6,331,339      1,522,649
                                                      -----------    -----------

     Total other assets                                19,869,824      9,859,352
                                                      -----------    -----------

     Total Assets                                     $31,822,699    $19,751,213
                                                      ===========    ===========
</TABLE>

















                                      -3-
<PAGE>

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

  LIABILITIES AND STOCKHOLDERS' EQUITY              September 30,   December 31,
                                                      1998              1997
                                                  --------------- --------------
<S>                                                <C>             <C>
Current Liabilities
     Current maturities of long term debt and
       demand notes payable                        $  1,172,403    $    522,679
     Accounts payable                                 1,751,519         251,093
     Accrued expenses                                 1,380,460         462,023
                                                   ------------    ------------

     Total current liabilities                        4,304,382       1,235,795

Long term debt, net of current maturities            12,236,827       6,022,147
                                                   ------------    ------------

     Total liabilities                               16,541,209       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                              400             250
         25,000 shares in 1997

     Common stock $.01 par value
       Authorized 20,000,000 shares
       Issued and outstanding
         5,370,613 shares in 1998                        53,706          52,289
         5,228,973 shares in 1997

       Additional paid-in-capital                    21,529,945      19,562,462
       Deficit                                       (5,819,645)     (6,613,814)
                                                   ------------    ------------

                                                     15,764,406      13,001,187

       Less common stock subscribed                    (482,916)       (507,916)
                                                   ------------    ------------

     Total shareholders' equity                      15,281,490      12,493,271
                                                   ------------    ------------

     Total liabilities and shareholders' equity    $ 31,822,699    $ 19,751,213
                                                   ============    ============
</TABLE>










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

                                                              Three Months Ended September 30,
                                                                   1998             1997
                                                                -----------     ------------

<S>                                                             <C>             <C>         
Net sales                                                       $ 10,273,223    $  5,878,929
Cost of sales                                                      8,146,481       4,552,603
                                                                ------------    ------------

Gross profit                                                       2,126,742       1,326,326

Operating expenses
     Selling, administrative and general expenses                  1,150,559         729,029
                                                                ------------    ------------

Income from operations                                               976,183         597,297

Other (expenses) income
     Interest expense                                               (317,610)       (192,070)
     Interest income                                                   3,096           3,222
                                                                ------------    ------------

                                                                    (314,513)       (188,848)
                                                                ------------    ------------

Income from continuing operations before provision for
       Income taxes and income tax benefit                           661,670         408,449
     Provision for income taxes                                      (67,113)              0
     Income tax benefit                                                    0         250,000
                                                                ------------    ------------

Net income                                                           594,557         658,449
                                                                ------------    ------------

Dividends on preferred stock                                         100,000               0
                                                                ------------    ------------

Net income attributable to common shares                        $    494,557    $    658,449
                                                                ============    ============

Basic earnings per share                                        $       0.09    $       0.13
                                                                ============    ============

     Weighted average common shares outstanding                    5,370,548       5,075,886
                                                                ============    ============

Diluted earnings per share                                      $       0.08    $       0.10
                                                                ============    ============

     Weighted average common shares outstanding                    5,370,548       5,075,886
     Add: effect of vested and non-vested dilutive securities      1,178,572       1,485,679
     Add: effect of convertible preferred shares                     941,177               0
                                                                ------------    ------------

     Diluted weighted average common shares outstanding            7,490,297       6,561,565
                                                                ============    ============
</TABLE>









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

                                                               Nine Months Ended September 30,
                                                                    1998            1997
                                                                ------------    ------------

<S>                                                             <C>             <C>         
Net sales                                                       $ 27,027,002    $ 15,892,258
Cost of sales                                                     21,716,761      12,267,776
                                                                ------------    ------------

Gross profit                                                       5,310,241       3,624,482

Operating expenses
     Selling, administrative and general expenses                  3,325,927       2,148,835
                                                                ------------    ------------

Income from operations                                             1,984,314       1,475,647

Other (expenses) income
     Interest expense                                               (946,755)       (478,300)
     Interest income                                                   5,021          13,738
     Proceeds from insurance recovery                                118,701               0
                                                                ------------    ------------

                                                                    (823,032)       (464,562)
                                                                ------------    ------------

Income from continuing operations before provision for
       Income taxes and income tax benefit                         1,161,282       1,011,085
     Provision for income taxes                                      (67,113)              0
     Income tax benefit                                                    0         450,000
                                                                ------------    ------------

Net income                                                         1,094,169       1,461,085
                                                                ------------    ------------

Dividends on preferred stock                                         300,000               0
                                                                ------------    ------------

Net income attributable to common shares                        $    794,169    $  1,461,085
                                                                ============    ============

Basic earnings per share                                        $       0.15    $       0.29
                                                                ============    ============

     Weighted average common shares outstanding                    5,365,239       5,012,987
                                                                ============    ============

Diluted earnings per share                                      $       0.14    $       0.22
                                                                ============    ============

     Weighted average common shares outstanding                    5,365,239       5,012,987
     Add: effect of vested and non-vested dilutive securities      1,325,716       1,501,011
     Add: effect of convertible preferred shares                     941,177               0
                                                                ------------    ------------

     Diluted weighted average common shares outstanding            7,632,132       6,513,998
                                                                ============    ============
</TABLE>









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

                                                        Nine Months Ended September 30,
                                                             1998           1997
                                                         ------------    ------------

<S>                                                      <C>             <C>
Cash flows from operating activities
     Net income                                          $  1,094,169    $  1,461,085
                                                         ------------    ------------

     Adjustments to reconcile net income to net cash
       provided by operating activities
         Deferred income tax                                   67,113        (450,000)
         Depreciation and amortization                      1,205,638         562,249
         Decrease in accounts receivable allowance            (13,000)              0

     Increase in assets, net of the effects
       of an acquisition
         Accounts receivable                               (2,627,410)     (1,151,582)
         Inventories                                         (928,461)       (423,403)
         Other current and long-term assets                  (411,675)       (283,701)
     Increase in liabilities
         Accounts payable and accrued expenses              2,418,864         342,653
                                                         ------------    ------------

     Total adjustments                                       (288,931)     (1,403,784)
                                                         ------------    ------------

Net cash provided by operating activities                     805,238          57,301
                                                         ------------    ------------

Cash flows from investing activities
     Acquisition of property and equipment                 (2,091,649)       (595,310)
     Payment for acquisitions                             (10,000,000)       (900,618)
                                                         ------------    ------------

Net cash used in investing activities                     (12,091,649)     (1,495,928)
                                                         ------------    ------------

Cash flows from financing activities
     Dividends paid                                          (300,000)              0
     Net proceeds from working capital line                 3,630,572         566,304
     Net proceeds from equipment term loan                    452,668               0
     Proceeds from long term debt                           1,986,100               0
     Repayments of long term debt                             (83,936)       (404,792)
     Net proceeds from issuance of stock                    1,469,050         186,022
     Proceeds from stock subscribed                            25,000               0
                                                         ------------    ------------

Net cash provided by financing activities                   7,179,454         347,534
                                                         ------------    ------------

Net decrease in cash                                       (4,106,957)     (1,091,093)

Cash, beginning of period                                   4,411,347       1,236,709
                                                         ------------    ------------

Cash, end of period                                      $    304,390    $    145,616
                                                         ============    ============
</TABLE>









                                      -7-
<PAGE>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                    1998              1997
   Cash paid during the period for interest       $946,755          $478,300


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 September 30, 1998 and December 31, 1997
consist of the following:


<TABLE>
<CAPTION>
                                 September 30,  December 31,
                                     1998          1997
                                  -----------    -----------

<S>                               <C>            <C>        
Raw materials                     $ 3,626,325    $ 1,422,501
Finished goods                      2,270,037      1,215,959
Packaging material and supplies       122,714
                                                      60,006
Less provision for obsolescence       (46,000)
                                                     (46,000)
                                  -----------    -----------

     Total inventories            $ 5,973,076    $ 2,652,466
                                  ===========    ===========
</TABLE>


         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.

         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.




                                      -9-
<PAGE>





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 September 30, 1998 (the "Current
Quarter") were $10,273,223,  an increase of 74.8%, or $4,394,294, as compared to
$5,878,929 for the three month period ended September 30, 1997 (the  "Comparable
Quarter").  This  increase  was  primarily  due to the  acquisition  of the roof
drainage division (the "Acquired Division") of Benjamin Obdyke, Inc.
(the "Obdyke Acquisition") on January 2, 1998.

         During the Current Quarter, the Company reported net income of $594,557
on net sales of  $10,273,223,  as  compared  to net  income of  $658,449  (which
included a $250,000 tax benefit) on net sales of $5,878,929  for the  Comparable
Quarter. Net income prior to the tax benefit recognized in 1997 was $408,449.

         Income from continuing operations before provision for income taxes and
income tax benefit in the Current  Quarter was $661,670  versus  $408,449 in the
Comparable  Quarter,  an increase of 62.0%, which primarily can be attributed to
the Obdyke Acquisition.

         Cost of Sales were  $8,146,481  in the  Current  Quarter as compared to
$4,552,603 in the  Comparable  Quarter.  As a percentage  of net sales,  Cost of
Sales  increased to 79.3% in the Current  Quarter  from 77.4% in the  Comparable
Quarter.  This increase is  attributable a change in product sales mix generated
by the Acquired Division.

         Selling,  general and  administrative  expenses were  $1,150,559 in the
Current Quarter as compared to $729,029 in the Comparable Quarter. This increase
in  expenses  was  primarily  due to  additional  costs  incurred to support the
business  growth  relating to the Obdyke  Acquisition.  As a  percentage  of net
sales,  selling,  general and administrative  expenses decreased to 11.2% in the
Current Quarter, compared to 12.4% in the Comparable Quarter, which reflects the
accretive value of economies of scale resulting from the Obdyke Acquisition.

         Sales for the nine month period ended  September 30, 1998 (the "Current
Nine  Months")  were  $27,027,002,  an increase  of 70.0%,  or  $11,134,744,  as
compared to $15,892,258  for the nine month period ended September 30, 1997 (the
"Comparable  Nine  Months").  This  increase  was  primarily  due to the  Obdyke
Acquisition.

         Net income for the Current  Nine Months was  $1,094,169  as compared to
$1,461,085  in the  Comparable  Nine  Months.  In 1997,  the  deferred tax asset
valuation  account was reduced in excess of the current tax provision  resulting
in a $450,000 net tax benefit (see below), for the Comparable Nine Months.

         The  following  sets forth the  provision for income taxes for the nine
months ended September 30:

<TABLE>
<CAPTION>
                                                  1998         1997
                                                ---------    ---------

<S>                                             <C>          <C>      
Current, federal and state at statutory rates   $ 464,513    $ 405,000
Deferred-reduction of valuation allowance        (397,400)    (855,000)
                                                ---------    ---------

Provision (benefit) for income taxes            $  67,113    $(450,000)
                                                =========    =========
</TABLE>
                                      -10-
<PAGE>

         Income from continuing operations before provision for income taxes and
income tax benefit in the Current Nine Months was $1,161,282  versus  $1,011,085
in the  Comparable  Nine Months,  an increase of 14.9%,  which  primarily can be
attributed to the Obdyke Acquisition.

         Cost of Sales were  $21,716,761  in the Current Nine Months as compared
to $12,267,776 in the Comparable Nine Months. As a percentage of net sales, Cost
of Sales  increased  to 80.4%  in the  Current  Nine  Months  from  77.2% in the
Comparable Nine Months.  This increase is attributable a change in product sales
mix generated by the Acquired Division.

         Selling, general and administrative expenses in the Current Nine Months
were  $3,325,927,  or 12.3% of sales,  as  compared to  $2,148,835,  or 13.5% of
sales,  in the  Comparable  Nine Months.  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
Acquired Division of 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  within 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.

         At September 30, 1998,  working capital was $7,648,493,  resulting in a
ratio of current  assets to current  liabilities  of 2.78 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  September  30,  1998  totaled   $4,304,382,
consisting  primarily of $3,131,979 in accounts payable and accrued expenses and
$1,172,403 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 September 30, 1998, the Company had shareholders' equity of
$15,281,490, 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                                        525,860
  Less cost of raising capital                                   (56,810)
  Less dividends paid on preferred stock                        (300,000)
  Reduction of stock subscribed                                    25,000
  Net income for current period                                 1,094,169
                                                          --------------------
                                                              $ 2,788,219
                                                          ====================

                                      -11-
<PAGE>

         Cash provided by operating  activities  for the Current Nine Months was
$805,238 as compared to $57,301 in the  Comparable  Nine Months.  The difference
between  periods is  primarily  due to  non-cash  charges for  depreciation  and
amortization  and net changes in accounts  receivable,  inventories and accounts
payable.

         Net  cash  used in  investing  activities  totaled  $12,091,649  in the
Current Nine  Months,  as compared to  $1,495,928  used in the  Comparable  Nine
Months.  This increase is primarily  attributable to both the Obdyke Acquisition
and the  construction  of new office space in 1998 versus the acquisition of all
of the common stock of Real-Tool Inc. in February, 1997.

         Net cash provided by financing activities was $7,179,454 in the Current
Nine Months,  due to the Obdyke Acquisition  financing,  as compared to $347,534
provided in the Comparable Nine Months.

         Availability  under the Working  Capital Loan as of September  30, 1998
was $1,921,753.



Impact of Year 2000

YEAR 2000 READINESS DISCLOSURE

         The Year 2000 issue  concerns the inability of some  computer  hardware
and  software to  distinguish  between  the year 1900 and the year 2000.  If not
corrected, the potential exists for computer system failures or miscalculations.

         The Company uses computer systems in many aspects of its business,  and
Year 2000 problems in such systems could disrupt  operations and have a material
adverse impact on the Company's operating results.

         The Company is also exposed to the risk that one or more of its vendors
or service providers could experience Year 2000 problems that impact the ability
of such vendor or service provider to provide goods and services. Though this is
not considered as significant a risk with respect to the suppliers of goods, due
to  the  availability  of  alternative  suppliers,  the  disruption  of  certain
services, such as utilities, could, depending upon the extent of the disruption,
have a material adverse impact on the Company's operations. To date, the Company
is not aware of any vendor or service provider Year 2000 issue that would have a
material adverse impact on the Company's operations. However, the Company has no
means of  ensuring  that their  vendors or service  providers  will be Year 2000
ready. The inability of vendors or service providers to complete their Year 2000
resolution  process in a timely fashion could have a material  adverse impact on
the Company. The effect of non-compliance by vendors or service providers is not
determinable at this time.

         Widespread   disruptions  in  the  national  or  international  economy
resulting from Year 2000 issues, or in certain industries, such as commercial or
investment banks, could also have a material adverse impact on the Company.  The
likelihood and effect of such disruptions is not determinable at this time.

         The  Company is in the  process  of  assessing  all of its  information
technology and  non-information  technology with regard to Year 2000 issues. The
Company's  plan 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 its assessment process by the first half
of 1999.

                                      -12-
<PAGE>

         Costs  specifically  associated with correcting  hardware for Year 2000
readiness  are expensed as incurred and have not been  material to the Company's
net income.  Costs of  replacing  some of the  Company's  systems with Year 2000
ready  systems have been  capitalized  in the normal course of business and will
total  approximately  $300,000.  The overall  costs to the Company of making its
systems Year 2000 compliant are not expected to be material to the Company's net
income.

         Based upon the analysis  conducted to date,  the Company  believes that
its critical  information and  non-information  technology systems and processes
will be Year 2000  ready by  mid-1999  and will allow the  Company  to  continue
operations  beyond 2000  without a material  adverse  effect on its  operations.
However,  the Company may identify  unanticipated  problems during its Year 2000
readiness assessment that could result in a material financial risk. The Company
is in the process of developing  contingency  plans to counter any unanticipated
Year 2000 related problems.
































                                      -13-
<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.

         None.

Item 5 - Other Information.

         Not applicable.

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

         None.



























                                      -14-
<PAGE>





                                   Signatures


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


                              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:  November 13, 1998


























    
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