03319810Q

                       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 March 31, 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 May 15, 1998, the Registrant had outstanding  5,362,013 shares of Common
Stock, par value $0.01 per share.

<PAGE>

                                BERGER HOLDINGS, LTD.

INDEX
                                                                        Page
PART I   FINANCIAL INFORMATION

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

                  Condensed Consolidated Statement of
                  Operations for the three month periods
                  ended March 31, 1998 and 1997                            5

                  Condensed Consolidated Statements
                  of Cash Flows for the three month periods
                  ended March 31, 1998 and 1997                            6

                  Notes to Condensed Consolidated
                  Financial Statements                                     8


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


PART II   OTHER INFORMATION

        Item 1.  Legal Proceedings                                        12

        Item 2.  Changes in Securities                                    12

        Item 3.  Defaults Upon Senior Securities                          12

        Item 4.  Submission of Matters to a
                 Vote of Security Holders                                 12

        Item 5.  Other Information                                        12

        Item 6.  Exhibits and Reports on Form 8-K                         12

<PAGE>

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

<CAPTION>
        ASSETS                                        March 31,    December 31,
                                                        1998          1997
                                                     -----------     -----------
<S>                                                  <C>             <C>
Current Assets
    Cash                                             $    96,478     $ 4,411,347
    Trade accounts receivable, net of
       allowance for doubtful accounts
       of $30,000 in 1998 &
        $43,000 in 1997                                2,997,337       1,655,327
    Inventories (Note 2)                               4,717,082       2,652,466
    Prepaid and other assets                             434,768         372,721
    Deferred income taxes                                800,000         800,000
                                                     -----------     -----------
    Total current assets                               9,045,665       9,891,861
                                                     -----------     -----------

Other Assets
   Property and equipment, net (Note 3)                7,724,146       6,110,128
   Deferred income taxes                                 700,000         700,000
   Construction in progress, equipment
       deposits and other assets                       1,272,982         918,304
   Other assets                                        3,291,763         608,271
   Goodwill, net of accumulated
      amortization                                     6,515,546       1,522,649
                                                     -----------     -----------
   Total other assets                                 19,504,437       9,859,352
                                                     -----------     -----------
                                                     $28,550,102     $19,751,213
                                                     ===========     ===========
</TABLE>




















                                      -3-
<PAGE>

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

<CAPTION>
                                                              March 31,      December 31,
   LIABILITIES AND STOCKHOLDERS' EQUITY                         1998            1997
                                                             -----------     ------------

<S>                                                          <C>             <C>
Current Liabilities
   Current maturities of long term debt
      and demand notes payable (Note 4)                      $    914,019    $    522,679
   Accounts payable                                             1,292,680         251,093
   Accrued expenses                                               957,136         462,023
                                                             ------------    ------------
   Total current liabilities                                    3,163,835       1,235,795

Long term debt, net of current
   maturities                                                  11,091,257       6,022,147
                                                             ------------    ------------
   Total liabilities                                           14,255,092       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 5,362,013 shares in 1998
                               5,228,973 shares in 1997            53,620          52,289

      Additional paid-in-capital                               21,516,231      19,562,462
      Deficit                                                  (6,767,325)     (6,613,814)
                                                             ------------    ------------
                                                               14,802,926      13,001,187
      Less common stock subscribed                               (507,916)       (507,916)
                                                             ------------    ------------
      Total shareholders' equity                               14,295,010      12,493,271
                                                             ------------    ------------
                                                             $ 28,550,102    $ 19,751,213
                                                             ============    ============
</TABLE>


                                      -4-
<PAGE>

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

<CAPTION>
                                                         Three Months Ended
                                                               March 31,
                                                         1998           1997
                                                     -----------    -----------
<S>                                                  <C>            <C>
Net Sales                                            $ 7,014,455    $ 4,499,323
Cost of sales                                          5,789,081      3,542,523
                                                     -----------    -----------
Gross profit                                           1,225,374        956,800

Operating expenses
    Selling, administrative and general
     expenses                                          1,090,081        660,720
                                                     -----------    -----------
Income from operations                                   135,293        296,080
                                                     -----------    -----------
Other (expenses) income
    Interest expense                                    (308,094)      (138,775)
    Interest income                                          589          7,119
    Proceeds from insurance recovery                     118,701            -0-
                                                     -----------    -----------
                                                        (188,804)      (131,656)
                                                     -----------    -----------
Net income (loss)                                        (53,511)       164,424

Dividends on preferred stock                             100,000            -0-
                                                     -----------    -----------
Net income (loss) Attributable to Common Shares      ($  153,511)   $   164,424
                                                     ===========    ===========


Basic (loss) earnings per share                      ($      .03)   $       .03
                                                     ===========    ===========
Weighted average common shares outstanding             5,356,561      4,942,533
                                                     ===========    ===========

Fully diluted (loss) earnings per share              ($      .03)   $       .03
                                                     ===========    ===========
Weighted average common shares outstanding             5,356,561      4,942,533
     Add:  effect of vested and non-vested
dilutive securities                                    1,390,240            -0-
     Add:  effect of convertible preferred shares        941,177            -0-
                                                     -----------    -----------
Diluted weighted average common shares outstanding     7,687,978      4,942,533
                                                     ===========    ===========
</TABLE>

                                      -5-
<PAGE>

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

<CAPTION>
                                                            Three Months Ended
                                                                  March 31,
                                                            1998            1997
                                                        -----------     ------------
<S>                                                     <C>             <C>
Cash flows from operating activities
    Net income (loss)                                   ($    53,511)   $    164,424
                                                        ------------    ------------
    Adjustments to reconcile net income (loss)
      to net cash used in operating
      activities
         Depreciation and amortization                       380,105         173,292
         Decrease in accounts receivable allowance           (13,000)            -0-

    (Increase) decrease in assets, net of the effects
    of an acquisition
        Accounts receivable                               (1,329,010)       (404,399)
         Inventories                                         327,533        (316,882)
        Other current and long-term assets                  (888,183)         (9,747)
        Increase in liabilities
        Accounts payable and accrued expenses              1,536,700         137,943
                                                        ------------    ------------
    Total adjustments                                         14,145        (419,793)
                                                        ------------    ------------
Net cash used in operating activities                        (39,366)       (255,369)
                                                        ------------    ------------
Cash flows from investing activities
    Acquisition of property and equipment                   (212,203)       (254,325)
    Payment for acquisitions                             (10,000,000)       (900,618)
                                                        ------------    ------------
Net cash used in investing activities                    (10,212,203)     (1,154,943)
                                                        ------------    ------------
</TABLE>















                                      -6-
<PAGE>

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

<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                            1998           1997
                                                         ----------     ----------
<S>                                                      <C>            <C>
Cash flows from financing activities
    Dividends paid                                       ($  100,000)         $ -0-
    Proceeds from working capital line                     3,612,390        610,225
    Proceeds from equipment term loan                        648,668            -0-
    Proceeds from long term debt net of issuance costs       339,527            -0-
    Loan and mortgage repayments                             (19,135)       (19,399)
    Net proceeds from issuance of stock                    1,455,250         32,031
                                                         -----------    -----------
Net cash provided by financing activities                  5,936,700        622,857
                                                         -----------    -----------
Net decrease in cash                                      (4,314,869)      (787,455)

Cash, beginning of period                                  4,411,347      1,236,709
                                                         -----------    -----------
Cash, end of period                                      $    96,478    $   449,254
                                                         ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION

        Cash paid during the period for
          Interest                                          $308,094       $138,775

</TABLE>
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
                                                         ===========


                                      -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 March 31,  1998 and  December  31,  1997
consist of the following:

                            March 31, 1998  December 31, 1997

        Raw materials         $ 2,430,830    $ 1,422,501
        Finished goods          2,219,644      1,215,959
        Packaging materials
         and supplies            112,608         60,006
        Less provision for
        Obsolescence              (46,000)       (46,000)
                              -----------    -----------
                              $ 4,717,082    $ 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.













                                      -8-
<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.

Note 4.   Refinancing

        On  January 2, 1998 the term of the  Working  Capital  Loan (as  defined
below)  was  extended  for an  additional  three  years to  December  31,  2000.
Concurrently,  the Working Capital Loan was increased to $7,000,000 to help fund
an acquisition,  more fully described below, which occurred in January 1998. The
Term Loan was also increased to $1,960,000 at such time.


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  March  31,  1998 (the  "Current
Quarter"), were $7,014,455, an increase of 55.9% , or $2,515,132, as compared to
$4,499,323  for the three month  period  ended  March 31, 1997 (the  "Comparable
Quarter").  Such increase was primarily due to the  acquisition of Obdyke's roof
drainage division.

     During the Current  Quarter,  the Company reported a net loss of $53,511 on
net sales of $7,014,455. This compares to net income of $164,424 on net sales of
$4,499,323 for the Comparable Quarter. Lower sales margins, along with increased
amortization,  interest  expense and costs associated with an acquisition in the
Current  Quarter  offset  revenue  gains  resulting in the current  period loss.

     Income  from  continuing  operations  in the Current  Quarter was  $135,293
versus $296,080 in the Comparable  Quarter, a decrease of 54.3%, which primarily
can be attributed to lower sales margins,  interest  expense,  amortization  and
costs associated with an acquisition in the Current Quarter.

     Cost of Sales were $5,789,081 in the Current Quarter compared to $3,542,523
in the Comparable Quarter. As a percentage of net sales, Cost of Sales increased
to 82.5% in the  Current  Quarter  from  78.7% in the  Comparable  Quarter.  The
percentage  increase in Cost of Sales is  attributable  to the change in product
mix due to the Obdyke Acquisition.















                                      -9-
<PAGE>

        Selling,  general and  administrative  expenses  were  $1,090,081 in the
Current Quarter as compared to $660,720 in the Comparable Quarter. This increase
in expenses is primarily  due to  additional  salaries,  sales  commissions  and
advertising  expenses to support the Obdyke Acquisition (as defined below). As a
percentage of net sales, selling,  general and administrative expenses increased
to 15.5% in the Current Quarter, compared to 14.7% in the Comparable Quarter


Liquidity and Capital Resources

        On January 2, 1998, the Company consummated the acquisition (the "Obdyke
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 the  Common  Stock.  These
warrants can be exercised over a one-year  period at a price of $4.25 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,  $2,500,000 of 12.25% 5 year  debentures 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 March 31, 1998, working capital was $5,881,830,  resulting in a ratio
of current  assets to current  liabilities  of 2.86 to 1, as compared to working
capital  of  $8,656,066  and a ratio of 8.00 to 1 at  December  31,  1997.  This
decline  in  working  capital  can be  attributed  to the $4.3  million  in cash
received on December 31, 1997 from Tandem Capital,  which was used in large part
in the Obdyke Acquisition.

        Current  liabilities  at March 31, 1998 totaled  $3,163,835,  consisting
primarily of $2,249,816 in accounts payable and accrued expenses and $914,019 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.

        On March 31 1998, the Company had shareholders' equity of $14,295,010 as
compared to $12,493,271 on December 31, 1997.  The increase is  attributable  to
the following:
              Issuance of preferred stock              $ 1,500,000
              Issuance of common stock                     500,000
              Less cost of raising capital                 (44,750)
              Less dividends paid on preferred stock      (100,000)
              Less net loss for current period             (53,511)
                                                       -----------
                                                       $ 1,801,739
                                                       ===========


                                      -10-
<PAGE>

        Cash used in operating  activities for the Current Quarter was ($39,366)
as compared to ($255,369) used in the Comparable Quarter.  This slight change in
cash used in the Current  Period was a result of the  acquisition in the Current
Quarter.

        Net cash  used in  investing  activities  totaled  ($10,212,203)  in the
Current Quarter as compared to ($1,154,943)  used in the Comparable  Quarter due
to the Obdyke Acquisition.

        Net cash provided by financing  activities was $5,936,700 in the Current
Quarter,  due to the Obdyke  Acquisition,  compared to $622,857  provided in the
Comparable Quarter.  The availability under the Working Capital Loan as of March
31, 1998 was approximately $1,940,000.











































                                      -11-
<PAGE>

                          PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

        None.

Item 2 - Changes in Securities.

        On January 2, 1998 the Company  consummated the sale of 15,000 shares of
its Series A Convertible  Preferred  Stock to Argosy  Investment  Partners.  The
consideration  for such shares was $1,500,000.  Such shares are convertible into
Common Stock in accordance with the conversion  ratio set forth in the Statement
with Respect to Shares of the Company  attached as Exhibit 3(f) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997,  filed with the
Securities  and  Exchange  Commission.  The sale of such  shares was exempt from
registration  under the Securities Act of 1933, as amended,  pursuant to Section
4(2) thereof.

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.

        The Company filed a Form 8-K with the Securities and Exchange Commission
on  January  20,  1998,  reporting  items 2 and 7 of Form 8-K.  The Form 8-K was
amended by a Form 8-K/A filed with the Commission on March 18, 1998,  containing
financial  statements of the Acquired  Division for the years ended December 31,
1997, 1996 and 1995 and as of December 31, 1997 and 1996, as well as certain pro
forma information regarding the Company.



















                                      -12-
<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:  May 15, 1998




























                                      -13-

<PAGE>