SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  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,  1999

       Transition  report  pursuant  to  Section  13  or 15(d) of the Securities
---    Exchange  Action  of  1934

For  the  transition  period from ________________ to ________________ 


                         Commission File Number 0-19266

                        ALLIED HEALTHCARE PRODUCTS, INC.

                              1720 Sublette Avenue

                           St. Louis, Missouri  63110
                                  314/771-2400

                          IRS Employment ID 25-1370721

     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 twelve months (or for such shorter periods 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
                        ----------          ----------

     The  number  of  shares  of  common  stock outstanding at April 26, 1999 is
7,806,682  shares.

<PAGE>
<TABLE>
<CAPTION>
                                         INDEX

                                                                                  Page
Part I - Financial Information                                                   Number
<S>      <C>                                                                     <C>
Item 1.  Financial Statements

         Consolidated Statement of Operations -                                       3
         three months and nine months ended March  31,
         1999 and 1998 (Unaudited)

         Consolidated Balance Sheet -                                               4-5
         March 31, 1999  (Unaudited) and
         June 30, 1998

         Consolidated Statement of Cash Flows -                                     6-7
         three months and nine months ended March 31, 1999 and 1998 (Unaudited)

         Consolidated Statement of Changes in                                         8
         Stockholders' Equity - nine months ended March
         31, 1999  (Unaudited)

         Notes to Consolidated Financial Statements                                9-12

Item 2.  Management's Discussion and Analysis of                                  13-27
         Financial Condition and Results of Operations

Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K                                            28

         Signature                                                                   29
</TABLE>

                                        2
<PAGE>
PART  I.   FINANCIAL  INFORMATION
          ITEM  1.   FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                    ALLIED HEALTHCARE PRODUCTS, INC.
                                  CONSOLIDATED STATEMENT OF OPERATIONS
                                               (UNAUDITED)

                                                     Three months ended          Nine months ended
                                                          March 31,                  March 31,
                                                 -------------------------  ----------------------------
                                                     1999         1998          1999           1998
                                                 ------------  -----------  -------------  -------------
<S>                                              <C>           <C>          <C>            <C>
Net sales . . . . . . . . . . . . . . . . . . .  $19,227,327   $22,784,952  $ 54,178,723   $ 76,990,844 
Cost of sales . . . . . . . . . . . . . . . . .   14,287,294    16,277,638    41,409,419     54,511,774 
                                                 ------------  -----------  -------------  -------------
Gross profit. . . . . . . . . . . . . . . . . .    4,940,033     6,507,314    12,769,304     22,479,070 

  Selling, general and administrative expenses.    4,601,409     5,407,382    14,202,800     18,982,113 
Provision for restructuring and consolidation .            0             0       772,850              0 
Provision for product recall. . . . . . . . . .            0             0     1,500,000              0 
Gain on sale of business. . . . . . . . . . . .            0             0             0    (12,812,927)
Non-recurring impairment losses . . . . . . . .            0             0             0      9,778,259 
                                                 ------------  -----------  -------------  -------------
Income (loss) from operations . . . . . . . . .      338,624     1,099,932    (3,706,346)     6,531,625 

Other expenses:
  Interest expense. . . . . . . . . . . . . . .      468,007       492,828     1,445,824      3,565,228 
  Other, net. . . . . . . . . . . . . . . . . .       49,451        69,101        73,442        156,351 
                                                 ------------  -----------  -------------  -------------
                                                     517,458       561,929     1,519,266      3,721,579 
                                                 ------------  -----------  -------------  -------------
Income (loss) before provision
  (benefit) for income taxes and
  extraordinary loss. . . . . . . . . . . . . .     (178,834)      538,003    (5,225,612)     2,810,046 

Provision (benefit) for income taxes. . . . . .       10,006       297,144    (1,845,623)     9,360,607 
                                                 ------------  -----------  -------------  -------------
Income (loss) before extraordinary loss . . . .     (188,840)      240,859    (3,379,989)    (6,550,561)

Extraordinary loss on early
  extinguishment of debt, net of
  income tax benefit of $373,191. . . . . . . .            0             0             0        530,632 
                                                 ------------  -----------  -------------  -------------
Net income (loss) . . . . . . . . . . . . . . .    ($188,840)  $   240,859   ($3,379,989)   ($7,081,193)
                                                 ============  ===========  =============  =============

Basic and diluted income (loss) per share:
  Income (loss) before extraordinary loss . . .       ($0.02)  $      0.03        ($0.43)        ($0.84)
  Extraordinary loss                                     ---           ---           ---         ($0.07)
                                                 ------------  -----------  -------------  -------------
  Net income (loss) . . . . . . . . . . . . . .       ($0.02)  $      0.03        ($0.43)        ($0.91)
                                                 ============  ===========  =============  =============

Weighted average shares . . . . . . . . . . . .    7,806,682     7,806,682     7,806,682      7,804,471 
                                                 ============  ===========  =============  =============
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>

                         ALLIED HEALTHCARE PRODUCTS, INC.
                            CONSOLIDATED BALANCE SHEET
                                      ASSETS

                                                          March 31,     June 30,
                                                             1999         1998
                                                         ------------  -----------
                                                         (Unaudited)
<S>                                                      <C>           <C>
Current Assets:
   Cash . . . . . . . . . . . . . . . . . . . . . . . .  $    496,683  $ 1,194,813
   Accounts receivable, net of allowance for doubtful
      accounts of $921,254 and $1,035,833, respectively    13,617,488   14,227,314
   Inventories. . . . . . . . . . . . . . . . . . . . .    18,532,365   18,341,340
   Other current assets . . . . . . . . . . . . . . . .     1,020,112      273,832
                                                         ------------  -----------
      Total current assets. . . . . . . . . . . . . . .    33,666,648   34,037,299
                                                         ------------  -----------

   Property, plant and equipment, net . . . . . . . . .    14,766,659   17,525,906
   Goodwill, net. . . . . . . . . . . . . . . . . . . .    27,414,506   28,026,064
   Other assets, net. . . . . . . . . . . . . . . . . .       400,035      590,933
                                                         ------------  -----------
      Total assets. . . . . . . . . . . . . . . . . . .  $ 76,247,848  $80,180,202
                                                         ============  ===========
</TABLE>

          See accompanying Notes To Consolidated Financial Statements.

                                   (CONTINUED)

                                        4
<PAGE>
<TABLE>
<CAPTION>
                              ALLIED HEALTHCARE PRODUCTS, INC.
                                 CONSOLIDATED BALANCE SHEET
                                         (CONTINUED)
                            LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                  March 31,      June 30,
                                                                    1999           1998
                                                                -------------  -------------
                                                                 (Unaudited)
<S>                                                             <C>            <C>
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . . . . . . .  $  6,651,929   $  5,807,349 
   Current portion of long-term debt . . . . . . . . . . . . .       898,906      3,442,797 
   Accrual for restructuring and consolidation . . . . . . . .         7,816              0 
   Accrual for product recall. . . . . . . . . . . . . . . . .     1,097,365              0 
   Other current liabilities . . . . . . . . . . . . . . . . .     1,720,587      3,479,215 
                                                                -------------  -------------
      Total current liabilities. . . . . . . . . . . . . . . .    10,376,603     12,729,361 
                                                                -------------  -------------

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .    16,772,168     14,971,775 

Deferred income tax liability-noncurrent . . . . . . . . . . .       441,589        441,589 

Commitments and contingencies

Stockholders' equity:
   Preferred stock; $.01 par value; 1,500,000 shares
    authorized; no shares issued and outstanding; which
    includes Series A preferred stock; $.01 par value; 200,000
    shares authorized; no shares issued and outstanding
   Common stock; $.01 par value; 30,000,000 shares
    authorized; 7,806,682 shares issued and outstanding
    at March 31, 1999 and June 30, 1998. . . . . . . . . . . .       101,102        101,102 
   Additional paid-in capital. . . . . . . . . . . . . . . . .    47,014,621     47,014,621 
   Common stock in treasury, at cost . . . . . . . . . . . . .   (20,731,428)   (20,731,428)
   Retained earnings . . . . . . . . . . . . . . . . . . . . .    22,273,193     25,653,182 
                                                                -------------  -------------
      Total stockholders' equity . . . . . . . . . . . . . . .    48,657,488     52,037,477 
                                                                -------------  -------------
      Total liabilities and stockholders' equity . . . . . . .  $ 76,247,848   $ 80,180,202 
                                                                =============  =============
</TABLE>

          See accompanying Notes To Consolidated Financial Statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>
                           ALLIED HEALTHCARE PRODUCTS, INC.
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                      (UNAUDITED)

                                                                Nine months ended
                                                                     March 31,
                                                            --------------------------
                                                                1999          1998
                                                            ------------  ------------
<S>                                                         <C>           <C>
Cash flows from operating activities:
   Net loss. . . . . . . . . . . . . . . . . . . . . . . .  ($3,379,989)  ($7,081,193)
   Adjustments to reconcile net loss to net
       cash used in operating activities:

      Depreciation and amortization. . . . . . . . . . . .    2,974,934     3,916,961 
      Provision for restructuring and consolidation. . . .      225,742             0 
      Provision for product recall . . . . . . . . . . . .    1,097,365             0 
      Gain on sale of Bear Medical . . . . . . . . . . . .            0   (12,812,927)
      Loss on refinancing of long-term debt. . . . . . . .            0       903,823 
      Noncash portion of non-recurring impairment losses .            0     9,572,390 
      Decrease in accounts receivable, net . . . . . . . .      609,826       607,124 
      Decrease (increase) in inventories . . . . . . . . .     (191,025)      573,594 
      Increase in income taxes receivable. . . . . . . . .     (969,603)            0 
      Decrease in deferred income taxes - asset. . . . . .            0     2,001,014 
      Decrease in other current assets . . . . . . . . . .      223,323       542,437 
      Increase (decrease) in accounts payable. . . . . . .      844,580    (6,070,629)
      Increase (decrease) in accrued income taxes. . . . .     (942,036)    1,776,585 
      Decrease in other current liabilities. . . . . . . .     (816,592)   (1,818,329)
      Increase in deferred income taxes - liability. . . .            0       634,849 
                                                            ------------  ------------
       Net cash used in operating activities . . . . . . .     (323,475)   (7,254,301)
                                                            ------------  ------------


Cash flows from investing activities:
   Capital expenditures, net . . . . . . . . . . . . . . .     (992,340)     (420,143)
   Proceeds on sale of Toledo, Ohio facilities . . . . . .    1,393,287             0 
   Proceeds on sale of Bear Medical, net of disposal costs            0    35,378,957 
                                                            ------------  ------------
       Net cash provided by investing activities . . . . .      400,947    34,958,814 
                                                            ------------  ------------
</TABLE>

                                   (CONTINUED)

                                        6
<PAGE>
<TABLE>
<CAPTION>
                         ALLIED HEALTHCARE PRODUCTS, INC.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)

                                                         Nine months ended
                                                             March 31,
                                                    -----------------------------
                                                        1999            1998
                                                    -------------  --------------
<S>                                                 <C>            <C>
Cash flows from financing activities:
   Proceeds from issuance of long-term debt. . . .     5,000,000      26,000,000 
   Payments of long-term debt. . . . . . . . . . .    (7,117,798)    (36,747,627)
   Borrowings under revolving credit agreement . .    66,598,886     106,514,530 
   Payments under revolving credit agreement . . .   (65,224,586)   (122,358,410)
   Issuance of common stock. . . . . . . . . . . .             0          68,750 
   Debt issuance costs . . . . . . . . . . . . . .       (32,104)       (961,532)

       Net cash used in financing activities . . .      (775,602)    (27,484,289)
                                                    -------------  --------------

   Net increase (decrease) in cash and equivalents      (698,130)        220,224 
   Cash and equivalents at beginning of period . .     1,194,813         988,436 

   Cash and equivalents at end of period . . . . .  $    496,683   $   1,208,660 
                                                    =============  ==============


Supplemental disclosures of cash flow information:
   Cash paid during the period for:
       Interest. . . . . . . . . . . . . . . . . .  $  1,573,400   $   4,213,765 
       Income taxes. . . . . . . . . . . . . . . .  $     91,938   $   4,140,629 
</TABLE>

          See accompanying Notes To Consolidated Financial Statements.

                                        7
<PAGE>

                                        8
<PAGE>
<TABLE>
<CAPTION>
                           ALLIED HEALTHCARE PRODUCTS, INC.
                         CONSOLIDATED STATEMENT OF CHANGES IN
                                 STOCKHOLDERS' EQUITY
                                      (UNAUDITED)

                                              Additional
                        Preferred    Common     paid-in      Treasury       Retained
                          stock      stock      capital        stock        earnings
                        ----------  --------  -----------  -------------  ------------
<S>                     <C>         <C>       <C>          <C>            <C>
Balance, June 30, 1998  $        0  $101,102  $47,014,621  ($20,731,428)  $25,653,182 

Net loss for the
   nine months ended
   March 31, 1999                                                          (3,379,989)
                        ----------  --------  -----------  -------------  ------------
Balance,
   March 31, 1999. . .  $        0  $101,102  $47,014,621  ($20,731,428)  $22,273,193 
                        ==========  ========  ===========  =============  ============
</TABLE>

          See accompanying Notes To Consolidated Financial Statements.

                                        9
<PAGE>
                        ALLIED HEALTHCARE PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     Unaudited  Financial  Statements

     The  accompanying  unaudited  financial  statements  have  been prepared in
accordance  with  the  instructions  for Form 10-Q and 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  only  of  normal  recurring  adjustments  considered
necessary  for  a  fair presentation, have been included.  Operating results for
any  quarter are not necessarily indicative of the results for any other quarter
or  for  the full year.  These statements should be read in conjunction with the
financial  statements and notes to the consolidated financial statements thereto
included  in  the  Company's  Form  10-K  for  the  year  ended  June  30, 1998.

2.  Inventories

     Inventories  are  comprised  as  follows:

<TABLE>
<CAPTION>
                   March 31, 1999   June 30, 1998
                    (Unaudited)
<S>               <C>               <C>
Work-in progress  $      1,404,664  $    2,424,041
Component Parts.        14,330,126      14,820,526
Finished Goods .         2,797,575       1,096,773
                  $     18,532,365  $   18,341,340
                  ================  ==============
</TABLE>

The  above  amounts  are  net  of a reserve for obsolete and excess inventory of
approximately $2.0 million and $2.2 million at March 31, 1999 and June 30, 1998,
respectively.

3.     Debt  Arrangement

On  March  3,  1999  Allied  purchased the remaining $505,000 of its outstanding
Missouri  Industrial  Revenue  Bonds.  The bonds, which bore a variable interest
rate,  had  a  final  maturity date of April 1, 2001 and were repaid early using
borrowings  from  the  Company's  revolving  credit  facility.

                                       10
<PAGE>
4.  LSP  Oxygen  Regulator  Recall

On  February  4,  1999,  Allied announced a recall of aluminum oxygen regulators
marketed  under  its  Life  Support  Products label.  These products are used to
regulate  pressure  of  bottled  oxygen  for  administration  to  patients under
emergency  situations.  Following  reports  of  regulator fires, the Company had
instituted  a  recall  in  May  1997,  under  which it provided retrofit kits to
prevent  contaminants  from  entering the regulators.  The Company has also been
testing  regulator  design  with the help of the National Aeronautical and Space
Administration's  White  Sands  National  Laboratories.   Meanwhile,  two  fires
involving  the  Company's  regulators were reported.  While preliminary findings
led  the  Company  to  believe the Company's products did not cause those fires,
there  is  enough  concern among the users that the Company, in cooperation with
the  U. S. Food and Drug Administration ("FDA"), agreed to institute a voluntary
recall  to  replace  aluminum  components  in  the  high pressure chamber of the
regulators  with  brass  components  at pre-existing authorized service centers.
The  FDA  has recommended that all regulator manufacturers cease use of aluminum
in regulators.  Accordingly, the Company has now introduced new brass regulators
and  is  also  offering  a  trade in program to the existing users.  Based on an
estimated  population  of  100,000  regulators,  the  Company estimates that the
recall  could  cost  as much as $2.7 million or more.  However, the Company will
make  every  effort  to  mitigate  these costs and has recorded a charge of $1.5
million  pre-tax,  $0.9  million  after  tax,  or  $0.12 per share in the second
quarter  of  fiscal  1999.

          A  reconciliation  of  activity  with respect to the Company's product
recall  is  as  follows:

<TABLE>
<CAPTION>
<S>                                             <C>
Provision Balance, December 31, 1998 . . . . .  $1,500,000 
Product costs for retrofitting and replacement    (304,552)
Administrative costs incurred. . . . . . . . .     (98,083)
Ending Balance, March 31, 1999 . . . . . . . .  $1,097,365 
                                                ===========
</TABLE>

5.  Debt  Refinancing

     On  August  7,  1998,  the Company borrowed approximately $5.0 million from
LaSalle  National  Bank.  The borrowing was secured by a first security interest
in  the  Company's  St. Louis facility.  The loan requires monthly principal and
interest  payments  of  $.06  million, with a final payment of all principal and
interest  remaining unpaid due at maturity on August 1, 2003.  Interest is fixed
at  7.75% per annum.  Proceeds from the borrowing were used to pay down existing
debt,  which  bore  a higher interest rate.  The loan agreement includes certain
debt  covenants  which  the  Company must comply with over the term of the loan.

     On September 8, 1998, the Company's credit facilities with Foothill Capital
Corporation  were  amended.  The Company's existing term loan was eliminated and
replaced  with  an amended revolving credit facility.  As amended, the revolving
credit facility remains at $25.0 million.  The interest rate on the facility has
been  reduced  from the floating reference rate (7.75% at January 31, 1999) plus
0.50% to the floating reference rate plus 0.25%.  The reference rate, as defined
in  the  credit  agreement,  is  the  variable rate of interest, per annum, most
recently  announced  by  Norwest  Bank  Minnesota,  National Association, or any
successor  thereto,  as  its  "base  rate".

                                       11
<PAGE>
     This  amendment  also  provides  the  Company  with a rate of LIBOR + 2.5%.
Interest  rates on the reference rate and LIBOR will drop by 0.25% at the end of
fiscal  1999  and  2000  if  the  company  is profitable.  In addition, the fees
charged  to  the  company  are  also  reduced.

6.  B&F  Relocation  provision

     On  August  5,  1998  the  Company's  board of directors voted to close the
Toledo  facility  of its disposable products division and relocate production of
the  B&F  line of home care products to its manufacturing facility in St. Louis,
Missouri. This move was announced on August 10, 1998. The move was substantially
completed  during  the  second  quarter  of fiscal 1999.  In connection with the
shutdown  of  the  facility,  Allied  recorded a provision of approximately $1.0
million  pre-tax,  $0.6  million  after  tax,  or  $0.07 per share, in the first
quarter of fiscal 1999 to cover the cost of closing the facility.  The provision
reflects  costs  of certain fixed asset impairments, employee severance benefits
and  other  related  exit  costs.   Subsequently,  during  the second quarter of
fiscal  1999,  the  company  negotiated and received a $0.2 million cash payment
from  the  City  of  Toledo  as  partial  reimbursement  for  relocation  costs.
Accordingly,  Allied recorded this cash payment, in the second quarter of fiscal
1999,  as  a reduction to the aforementioned provision resulting in a net charge
of $0.8 million pre-tax, $0.5 million after tax, or $0.06 per share for the nine
months  ended  March  31, 1999.  These costs have substantially been paid during
the  second  quarter  of  fiscal  1999.

     A  reconciliation  of  activity with respect to the Company's restructuring
and  consolidation  of  the  B&F  product  line  is  as  follows:

<TABLE>
<CAPTION>
<S>                                      <C>
Provision Balance, December 31, 1998. .  $ 55,146 
Cash payments associated with severance   (15,175)
Other exit costs incurred . . . . . . .   (32,155)
Ending Balance, March 31, 1999. . . . .  $  7,816 
                                         =========
</TABLE>

7.  Sale  of  Bear  Ventilation  Products  Division

     On  October  31, 1997, the Company sold the assets of Bear Medical Systems,
Inc.  ("Bear")  and  its  subsidiary BiCore Monitoring Systems, Inc. ("BiCore"),
collectively  referred  to  as  the  ventilation  products  division,  to
Thermo-Electron  Corporation  for  $36.6  million plus the assumption of certain
liabilities.  The  net  proceeds of $29.5 million, after expenses which included
federal  and  state  taxes paid, were utilized to repay a significant portion of
the  Company's subordinated debt.  The sale of the ventilation products division
also  resulted  in  a  gain,  for financial reporting purposes, of $12.8 million
pre-tax,  $3.5  million  after tax, or $0.45 per share for the nine month period
ending  March  31,  1998.

                                       12
<PAGE>
     Results  for  the  ventilation  products  division  are  included  in  the
Consolidated  Statement  of  Operations for four months in the nine month period
ended  March  31,  1998.  Had  the  divestiture  occurred  on  July  1,  1997,
consolidated  pro  forma  net  sales,  net loss, and loss per share for the nine
months  ended March 31, 1998 would have been $66.6 million, $(10.9) million, and
$(1.40),  respectively.

8.  Other  Non-Recurring  Items

     In  the second quarter of fiscal 1998, the Company reevaluated the carrying
value  of  its  various  businesses  and  recorded  a  non-recurring  charge  to
operations  of  $9.8 million.  This charge consisted of $8.9 million in goodwill
writedowns,  $0.5 million of consulting fees related to a cooperative purchasing
study and $0.4 million for the writedown of leasehold improvements and a reserve
for  the  remaining  lease payments on a facility in Mt. Vernon, Ohio related to
the  Company's  Toledo,  Ohio  disposable  products  division.  The  goodwill
writedowns,  pursuant  to the Company's impairment policy described in Note 2 in
the  June  30,  1998  financial statements, reflects overall changes in business
conditions  for  primarily its headwall and disposable products businesses which
continue  to experience weakness in financial results due to a variety of market
conditions.

                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS.

GENERAL
-------

The  following  discussion  summarizes  the  significant  factors  affecting the
consolidated  operating  results  and  financial  condition of Allied Healthcare
Products,  Inc.  ("Allied"  or the "Company") for the three month and nine month
periods  ended March 31, 1999 compared to the three month and nine month periods
ended  March  31,  1998.  This discussion should be read in conjunction with the
June  30,  1998 consolidated financial statements and accompanying notes thereto
included  in  the  Company's  Form  10-K  for  the  year  ended  June  30, 1998.

Certain  statements  contained  herein  are  forward-looking statements.  Actual
results  could  differ  materially from those anticipated as a result of various
factors, including cyclical and other industry downturns, the effects of federal
and  state  legislation  on  healthcare  reform, including Medicare and Medicaid
financing,  consolidation and rationalization activities, difficulties or delays
in  the  introduction  of  new products or disruptions in selling, manufacturing
and/or  shipping  efforts.  The  Company  ships  a significant percentage of its
products outside the U. S. and is thus subject to foreign economic fluctuations.

The review of and comparability of year to year operating results is complicated
by  the  sale  of  the  ventilation  products division on October 31, 1997.  The
fiscal  1998  results  include ventilation products division operations for four
months  in  the  nine  month  period  ended  March  31,  1998.

The  specific transactions and events impacting 1999 and 1998 operating results,
which  make  meaningful  comparisons  more  difficult,  are  summarized  below.

LSP  OXYGEN  REGULATOR  RECALL
------------------------------

On  February  4,  1999,  Allied announced a recall of aluminum oxygen regulators
marketed  under  its  Life  Support  Products label.  These products are used to
regulate  pressure  of  bottled  oxygen  for  administration  to  patients under
emergency  situations.  Following  reports  of  regulator  fires,  some of which
involved  Company  product,  the  Company instituted a recall in May 1997, under
which  it  provided  retrofit  kits  to  prevent  contaminants from entering the
regulators.  The Company has also been testing regulator design with the help of
the  National  Aeronautical  and  Space  Administration's  White  Sands National
Laboratories.  Meanwhile,  two  fires  involving  the  Company's regulators were
reported.  While  preliminary  findings led the Company to believe the Company's
products  did  not cause the fires, there is enough concern among the users that
the Company, in cooperation with the U. S. Food and Drug Administration ("FDA"),
agreed  to  institute  a  voluntary recall to replace aluminum components in the
high  pressure  chamber  of the regulators with brass components at pre-existing
authorized  service  centers.  The  FDA  has  recommended  that  all  regulator
manufacturers cease use of aluminum in regulators.  Accordingly, the Company has
now  introduced  new brass regulators and is also offering a trade in program to
the existing users.  Based on an estimated population of 100,000 regulators, the
Company  estimates  that  the recall could cost as much as $2.7 million or more.
However,  the  Company  will  make  every effort to mitigate these costs and has
recorded  a charge of $1.5 million pre-tax, $0.9 million after tax, or $0.12 per
share  in  the  second  quarter  of  fiscal  1999.

                                       14
<PAGE>
B&F  RELOCATION
---------------

On  August  10,  1998,  the  Company announced its intention to close the Toledo
facility  of  its disposable products division and relocate the B&F product line
of  home  care  products  to  its St. Louis manufacturing facility.  The Company
anticipates  that  the  move,  which  was  substantially completed in the second
quarter of fiscal 1999, will generate annual savings of nearly $1.0 million.  In
connection  with  the  shutdown of the facility, the Company recorded a one-time
charge  of  approximately  $1.0  million ($0.6 million after taxes), or $.07 per
share  during  the first quarter of fiscal 1999. Subsequently, during the second
quarter  of fiscal 1999, the company negotiated and received a $0.2 million cash
payment  from  the City of Toledo as partial reimbursement for relocation costs.
Accordingly,  Allied  recorded  this  cash  payment  as  a  reduction  to  the
aforementioned  provision,  in the second quarter of fiscal 1999, resulting in a
net  charge  of $0.8 million pre-tax, $0.5 million after tax, or $0.06 per share
for  the  nine months ended March 31, 1999.  These costs have substantially been
paid  during  the  second  quarter of fiscal 1999.  The Company will continue to
review  its operations for opportunities to improve efficiencies.  See Note 6 in
the  Notes  to  the Consolidated Financial Statements for additional information
concerning  the  details  of  the Company's restructuring provision, including a
reconciliation  of  the  reserve  relating  thereto.

DEBT  REFINANCING
-----------------

In  August  1997, the Company refinanced its existing debt through a $46 million
credit  facility  with  Foothill  Capital Corporation.  In conjunction with this
credit  facility,  Allied placed an additional $5.0 million in subordinated debt
with  several  related  parties  to  the company.  The Foothill Credit facility,
which  was  amended  in  November 1997 to reflect the effects of the sale of the
ventilation  products  division,  and  again in September 1998 to further reduce
interest rates, allowed the Company to improve its liquidity and reduce interest
expense  in  comparison  to  prior  years.  In  addition, on August 7, 1998, the
Company  borrowed  approximately  $5.0  million from LaSalle National Bank.  The
borrowing  was  secured  by  a  security  interest  in  the  Company's St. Louis
facility.  This  loan  further reduced the Company's borrowing interest rate and
increased  liquidity.

                                       15
<PAGE>
SALE  OF  VENTILATION  DIVISION  ASSETS
---------------------------------------

On  October  31,  1997 the Company sold the assets of Bear Medical Systems, Inc.
("Bear")  and  its  subsidiary  BiCore  Monitoring  Systems,  Inc.  ("BiCore"),
collectively  referred  to  as  the  ventilation  products  division,  to
Thermo-Electron  Corporation  for  $36.6  million plus the assumption of certain
liabilities.  The  net  proceeds  of  $29.5  million,  after  expenses including
federal  and  state  taxes,  were utilized to repay a significant portion of the
Company's term notes and to repay all of its subordinated debt, $15.8 million of
which  had  a  coupon  rate  of  14.0%  per  annum.

GOODWILL  WRITEDOWNS
--------------------

During  the  second quarter of fiscal 1998, the Company reevaluated the carrying
value  of  its  various  businesses  and  recorded $9.8 million of non-recurring
charges to reflect the changes in business conditions resulting from the sale of
the  ventilation products division and due to other changes in market conditions
which culminated during the second quarter of fiscal 1998.  Goodwill writedowns,
which  were determined pursuant to the Company's impairment policy, totaled $8.9
million.  As  a result of the carrying value of goodwill for certain businesses,
the Company reduced its annual amortization charges by $0.3 million or $0.04 per
share.

FINANCIAL  INFORMATION
----------------------

The  following table sets forth, for the fiscal period indicated, the percentage
of  net  sales  represented  by  certain  items  reflected  in  the  Company's
consolidated  statement  of  operations.  Results  of  the  ventilation products
division  are  included for four months in the nine month period ended March 31,
1998.

<TABLE>
<CAPTION>
                                            Three Months Ended  Nine Months Ended
                                                    March 31,       March 31,
                                                 1999    1998    1999    1998
                                                ------  ------  ------  -------
<S>                                             <C>     <C>     <C>     <C>
Net sales. . . . . . . . . . . . . . . . . . .  100.0%  100.0%  100.0%  100.%0 
Cost of sales. . . . . . . . . . . . . . . . .   74.3    71.4    76.4     70.8 
Gross profit . . . . . . . . . . . . . . . . .   25.7    28.6    23.6     29.2 
Selling, general and administrative expenses .   23.9    23.7    26.2     24.7 
Provision for restructuring and consolidation.    0.0     0.0     1.4      0.0 
Provision for product recall . . . . . . . . .    0.0     0.0     2.8      0.0 
Gain on sale of business . . . . . . . . . . .    0.0     0.0     0.0    (16.6)
Non-recurring impairment losses. . . . . . . .    0.0     0.0     0.0     12.7 
Income (loss) from operations. . . . . . . . .    1.8     4.9    (6.8)     8.4 
Interest and other expense . . . . . . . . . .    2.7     2.5     2.8      4.8 
Income (loss) before provision (benefit)
     for income taxes. . . . . . . . . . . . .   (0.9)    2.4    (9.6)     3.6 
Provision (benefit) for income taxes . . . . .    0.1     1.3    (3.4)    12.1 
Income (loss) before extraordinary loss. . . .   (1.0)    1.1    (6.2)    (8.5)
Extraordinary loss . . . . . . . . . . . . . .    0.0     0.0     0.0     (0.7)
Net income (loss). . . . . . . . . . . . . . .  (1.0)%    1.1%  (6.2)%   (9.2)%
                                                ------  ------  ------  -------
</TABLE>

                                       16
<PAGE>
RESULTS  OF  OPERATIONS
-----------------------

Allied  manufactures  and  markets  medical  gas  equipment,  respiratory  care
products,  and  emergency  medical  products.  Set  forth  below  is  certain
information  with  respect  to amounts (dollars in thousands) and percentages of
net  sales attributable to medical gas equipment, respiratory care products, and
emergency  medical  products.  The  ventilation  products  division  was sold on
October  31, 1997.  Net sales for the ventilation products division for the nine
month  period  ended  March  31,  1998  were $10.4 million and these results are
included  in  the  Respiratory  Care  Products.

<TABLE>
<CAPTION>
                         THREE MONTHS ENDED  THREE MONTHS ENDED
                            MARCH 31, 1999    MARCH 31, 1998
                                      % of             % of
                                     Total            Total
                              Net     Net      Net     Net
                             Sales   Sales    Sales   Sales
                            -------  ------  -------  ------
<S>                         <C>      <C>     <C>      <C>
Medical Gas Equipment. . .  $10,850   56.4%  $12,167   53.4%
Respiratory Care Products.    5,681   29.6%    7,634   33.5%
Emergency Medical Products    2,696   14.0%    2,984   13.1%
                            -------  ------  -------  ------
Total. . . . . . . . . . .  $19,227  100.0%  $22,785  100.0%
                            =======  ======  =======  ======
</TABLE>

<TABLE>
<CAPTION>
                          NINE MONTHS ENDED  NINE MONTHS ENDED
                            MARCH 31, 1999    MARCH 31, 1998
                                      % of             % of
                                     Total            Total
                              Net     Net      Net     Net
                             Sales   Sales    Sales   Sales
                            -------  ------  -------  ------
<S>                         <C>      <C>     <C>      <C>
Medical Gas Equipment. . .  $29,051   53.6%  $34,993   45.4%
Respiratory Care Products.   17,832   32.9%   33,456   43.5%
Emergency Medical Products    7,296   13.5%    8,542   11.1%
                            -------  ------  -------  ------
Total. . . . . . . . . . .  $54,179  100.0%  $76,991  100.0%
                            =======  ======  =======  ======
</TABLE>

                                       17
<PAGE>
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998.
--------------------------------------------------------------------------------

Certain  internal  and  external  factors  continue  to  impact  the  Company's
operations,  including  the  regulator  recall,  the  impact  of healthcare cost
containment  and  Medicare  reimbursements,  economic  problems  in  Asia  and a
reduction  in  sales  of  purchased  products  for  home  care sales, especially
aluminum cylinders, due to the Company's emphasis on improved margins.  Allied's
previously  announced  decision  to move its B&F Medical operations from Toledo,
which  was completed during the second quarter of fiscal 1999, has significantly
impacted sales from that operation.  The Company experienced production problems
at  its St. Louis facility during the first nine months of fiscal 1999 that were
not  resolved  in  a  timely manner.  Most of these production problems have now
been  resolved.  The  Company is rapidly gaining efficiency in the manufacturing
of  B&F  products  in St. Louis and is developing economical outside sources for
high  labor  content  products.

Allied had net sales of $19.2 million for the three months ended March 31, 1999,
down  $3.6  million, or 15.6%, from net sales of $22.8 million in the prior year
same  quarter. This decrease was primarily due to the slow ramp-up of production
of  the  B&F  product line in St. Louis, after the move from Toledo, Ohio during
the  prior  quarter,  lower  sales  of  emergency  products due to the regulator
recall,  as  well  as  lower  shipments  of  Headwall  products.

Medical  gas  product sales in the third quarter of fiscal 1999 of $10.8 million
were $1.3 million, or 10.8%, lower than sales of $12.2 million in the prior year
same  quarter.  Headwall  sales  declined  $1.1 million from $1.6 million in the
third  quarter  of  fiscal  1998  to $0.5 million in the third quarter of fiscal
1999.  The Headwall business is affected by large bid orders on new construction
or  renovation  of  medical  facilities.  The  lead  time between the placing of
Headwall  orders  and  the  shipment  of  products  can be 1 year or longer. The
decline  of  Headwall  shipments is due to a lower level of  bookings during the
prior fiscal year. Medical gas suction and regulation device sales declined from
$6.2  million  in  the third quarter of fiscal 1998 to $5.9 million in the third
quarter  of  fiscal 1999, while medical gas construction sales were flat at $4.4
million  in  the  third  quarter of fiscal 1998 compared to the third quarter of
fiscal  1999.

Respiratory  care  product  sales  in  the  third quarter of fiscal 1999 of $5.7
million  were  $1.9  million,  or  25.6%, less than sales of $7.6 million in the
prior  year  same  quarter primarily because Home care sales declined 34.2% from
$5.5  million  to  $3.6 million due to the relocation of the B & F product line.

Emergency  product sales declined 9.6% from $3.0 million in the third quarter of
fiscal  1998  to $2.7 million in the third quarter of fiscal 1999, primarily due
to  the  suspension of aluminum oxygen regulator shipments. This product line is
subject  to  voluntary  recall of oxygen regulators for which the company took a
$1.5  million  pretax  charge  during  the  second  quarter  of  fiscal  1999.

                                       18
<PAGE>
Orders  for  the three months ended March 31, 1999 were $18.5 million, down $4.0
million  from  the  prior  year  same quarter level of $22.5 million.  Emergency
product  orders  decreased  42.6%  from  $3.5 million to $2.0 million due to the
absence  of  a  large international order recorded the prior fiscal year and the
delay  in  oxygen  regulator  bookings  affected  by  the product recall.  Total
medical  gas  equipment orders were $10.8 million, which is $0.3 million or 2.3%
lower  than  last  year  same quarter of $11.1 million. Respiratory care product
orders  declined  $2.3 million or 29.1% from $8.0 million to $5.7 million.  This
decline  is due to lower Home care orders because of the factors discussed above
and  also due to the loss of air compressor business from Bear Medical following
the divestiture of that unit.  Sequentially, orders increased from $18.2 million
in  the  second  quarter  of  fiscal  1999 to $18.5 million or 1.6% in the third
quarter of fiscal 1999.  The Company's backlog now stands at $20.2 million, down
3.6%  from  the  prior  quarter  level  of  $21.0  million.

International  sales,  which  are included in the product lines discussed above,
decreased  $0.2 million, or 7.6%, to $3.2 million in the third quarter of fiscal
1999  from $3.4 million in the prior year same period. This decline is primarily
due  to  the  oxygen  regulator  issues  discussed  above.

Gross  profit  for  the  three  months ended March 31, 1999 was $4.9 million, or
25.7%  of  net sales compared to a gross profit of $6.5 million, or 28.6% of net
sales for the three months ended March 31, 1998. The decrease in gross profit as
a percent of sales is attributable to reduced manufacturing throughput and lower
absorption of plant overhead due to lower sales volume and the relocation of the
B&F  production  lines.

Selling,  General  and  Administrative  ("SG&A")  expenses  for the three months
ended  March  31,  1999  were $4.6 million, a decrease of $0.8 million, or 14.9%
from  $5.4  million for the three months ended March 31, 1998.  The $0.8 million
decline is attributable to lower selling costs that are variable in relationship
with lower sales volume and also due to management's efforts to reduce spending.

Income  from  operations  was  $0.3 million for the three months ended March 31,
1999  compared  to  income  from operations of $1.1 million for the three months
ended  March  31, 1998. Interest expense was flat at $0.5 million for both three
month  periods ended March 31, 1999 and 1998. Allied had a loss before provision
for income taxes in the third quarter of fiscal 1999 of $0.2 million compared to
income  before  provision for income taxes of $0.5 million for the third quarter
of  fiscal 1998.  The company recorded a tax provision of $0.01 million and $0.3
million for the three month periods ended March 31, 1999 and 1998, respectively.

In  fiscal  1999,  the net loss for the third quarter was $0.2 million, or $0.02
per  basic  and diluted share.  In fiscal 1998, net income for the third quarter
was  $0.3  million,  or $0.03 per basic and diluted share.  The weighted average
number  of  common  shares  outstanding  used in the calculation of earnings per
share  for  the  third  quarters  of  fiscal 1999 and fiscal 1998 was 7,806,682.

                                       19
<PAGE>
NINE  MONTHS  ENDED MARCH 31, 1999 COMPARED TO NINE MONTHS ENDED MARCH 31, 1998.
--------------------------------------------------------------------------------

On  October  31,1997  the  company  sold its ventilation products division.  The
results  of  this business are contained in the Company's consolidated financial
results  for  four  months  in  the  nine  month  period  ended  March 31, 1998.

Allied  had net sales of $54.2 million for the nine months ended March 31, 1999,
down  $22.8 million, or 29.6%, from net sales of $77.0 million in the prior year
nine  month  period.  $10.4 million of this decrease was attributable to the now
divested  ventilation  products  division. Base business sales declined by $12.4
million  or  18.6%.

Medical  gas  product  sales  in  the  first nine months of fiscal 1999 of $29.1
million  were  $5.9  million, or 17.0%, lower than sales of $35.0 million in the
prior  year first nine months.  Headwall sales declined from $4.2 million in the
first  nine  months  of  fiscal 1998 to $2.6 million in the first nine months of
fiscal  1999.  The  Headwall  business  is  affected  by large bid orders on new
construction  or  renovation  of  medical  facilities. The lead time between the
placing of Headwall orders and the shipment of products can be 1 year or longer.
The  decline  of  Headwall shipments is due to a lower level of  bookings during
the  prior  fiscal  year.  Medical  gas  construction  sales declined from $14.0
million  in  the  first nine months of fiscal 1998 to $11.7 million in the first
nine  months  of  fiscal  1999,  while medical gas suction and regulation device
sales  decreased  from  $16.8 million in the first nine months of fiscal 1998 to
$14.8  million  in  the  first  nine  months of fiscal 1999.  Both product lines
experienced production problems and the nine month versus nine month comparisons
were  affected  by  an  increase in shipments during the first quarter of fiscal
1998  following  a  labor  strike  in  June,  1997.

Respiratory  care product sales in the first nine months of fiscal 1999 of $17.8
million  were  $15.7  million, or 46.7%, less than sales of $33.5 million in the
prior  year  same  nine  month  period.  $10.4  million  of  this  decline  was
attributable to the sale of the ventilation products division while $5.3 million
of  the  decline  relates  to remaining product lines.  Home care sales declined
28.7% from $17.2 million to $12.2 million primarily due to the relocation of the
Toledo  facility.

Emergency  product  sales  declined  14.6%  from  $8.5 million in the first nine
months  of  fiscal 1998 to $7.3 million in the first nine months of fiscal 1999,
due  to  the absence of a large order recorded in the prior year same nine month
period  and  due  to  the  suspension  in  the  shipments of aluminum regulators
affected  by  the  recall.

Orders  for  the first nine months ended March 31, 1999 were $57.6 million, down
$19.6  million  from  the  prior  year  same nine month period.  Excluding $12.2
million  in  orders from the ventilation products division, base business orders
declined  $7.4  million or 11.5%.  Emergency product orders decreased 23.6% from
$9.8  million  to  $7.5 million, primarily because of a large $0.9 million order
for  emergency  products  last  fiscal year that did not recur this fiscal year.
Total  medical gas equipment orders were $31.1 million for the nine month period
ended  March  31,  1999, or 0.6% lower than orders of $30.9 million for the nine
months ended March 31, 1998.  Respiratory care product orders, for base business
excluding  ventilation  products,  declined  21.8%  from  $24.4 million to $19.0
million. Home care orders declined 26.0% from $18.2 million to $13.4 million due
to  factors  indicated  earlier,  while  respiratory care product orders for the
hospital  market  decreased  9.5%  to  $5.6  million.  The Company's backlog now
stands  at  $20.2 million, up 16.1% from the fiscal 1998 year end level of $17.4
million.

                                       20
<PAGE>
International  sales,  which  are included in the product lines discussed above,
decreased  $9.8  million,  or 50.5%, to $9.6 million in the first nine months of
fiscal  1999  from $19.4 million in the prior year same period.  Excluding sales
of the divested ventilation products division, base business international sales
declined by $2.9 million, or 23.1%.  While continued uncertainty in Asia, Russia
and  South  America,  have  reduced  international sales and orders, the Company
continues  to  emphasize  the  importance  of  worldwide  markets as advances in
medical  protocol in various markets throughout the world will lead to increased
demand  for  medical  products.

Gross  profit  for  the  nine  months ended March 31, 1999 was $12.8 million, or
23.6%  of net sales compared to a gross profit of $22.5 million, or 29.2% of net
sales for the nine months ended March 31, 1998. Reduced manufacturing throughput
due  to  the  B&F relocation and lower absorption of plant overhead due to lower
sales  volume,  as  well  as  the  sale  of the high margin ventilation products
division,  has  reduced  margins  as  a percent to net sales.  Pricing pressures
brought  on  by  consolidations and cost containment in the industry continue to
unfavorably  impact  margins  as  a  percent  to  net  sales.

Selling, General and Administrative  ("SG&A") expenses for the nine months ended
March  31,  1999  were  $14.2 million, a decrease of $4.8 million, or 25.2% from
$19.0  million  for  the  nine months ended March 31, 1998.  Of the $4.8 million
decline,  $2.4  million  is directly due to the sale of the ventilation products
division,  $2.1  million is due to spending reductions in the base business SG&A
and  $0.3  million  is  attributable  to  a  reduction  in goodwill amortization
resulting  from  the  writedown  of  goodwill  in  fiscal  1998.

On  August  10,  1998  the  Company  announced its intention to close the Toledo
facility  of  its disposable products division and relocate the B&F product line
of  home  care  products  to its St. Louis manufacturing facility.  The move was
substantially completed during the second quarter of fiscal 1999.  In connection
with  the  shutdown  of  the facility, the Company recorded a one-time charge of
approximately  $1.0 million ($0.6 million after taxes), or $.07 per share during
the  first  quarter  of  fiscal 1999. Subsequently, during the second quarter of
fiscal  1999,  the  company  negotiated and received a $0.2 million cash payment
from  the  City  of  Toledo  as  partial  reimbursement  for  relocation  costs.
Accordingly,  Allied recorded this cash payment, in the second quarter of fiscal
1999,  as  a reduction to the aforementioned provision resulting in a net charge
of $0.8 million pre-tax, $0.5 million after tax, or $0.06 per share for the nine
months  ended  March  31,  1999.  See  Note  6  in the Notes to the Consolidated
Financial  Statements  for  additional information concerning the details of the
Company's  restructuring  provision,  including  a reconciliation of the reserve
relating  thereto.

                                       21
<PAGE>
On  October  31, 1997, the Company sold the assets of Bear Medical Systems, Inc.
("Bear")  and  its  subsidiary  BiCore  Monitoring  Systems,  Inc.  ("BiCore"),
collectively  referred  to  as  the  ventilation  products  division,  to
Thermo-Electron  Corporation  for  $36.6  million plus the assumption of certain
liabilities.  The  net  proceeds of $29.5 million, after expenses which included
federal  and state taxes paid, were utilized to pay a significant portion of the
Company's subordinated debt.  The sale of the ventilation products division also
resulted  in a gain, for financial reporting purposes, of $12.8 million pre-tax,
$3.5  million  after  tax,  or  $0.45 per share for the nine month period ending
March  31,  1998.

During  the  second quarter of fiscal 1998, the Company reevaluated the carrying
value  of  its  various  businesses  and  recorded $9.8 million of non-recurring
charges to reflect the changes in business conditions resulting from the sale of
the  ventilation products division and due to other changes in market conditions
which culminated during the second quarter of fiscal 1998.  Goodwill writedowns,
which  were determined pursuant to the Company's impairment policy, totaled $8.9
million.  As  a result of the carrying value of goodwill for certain businesses,
the Company reduced its annual amortization charges by $0.3 million or $0.04 per
share.

Loss  from  operations was $3.7 million for the nine months ended March 31, 1999
compared  to  income  from  operations of $6.5 million for the nine months ended
March  31,  1998.

Interest  expense  decreased $2.1 million or 59.4%, to $1.5 million for the nine
months  ended March 31, 1999 from $3.6 million in the prior year same nine month
period.  Interest expense has been significantly reduced due to the reduction of
debt  from  the  application  of  the  proceeds from the sale of the ventilation
products  division.  In  addition,  interest  expense  for the nine months ended
March  31,  1998  included  $0.4 million for the full amortization of loan costs
related  to  the  portion  of debt that was paid down with the proceeds from the
sale  of  the  ventilation  products  division.  On  August  7, 1998 the Company
borrowed  $5.0  million  from  a financial institution at a fixed rate of 7.75%,
with  proceeds used to pay down existing higher rate debt.  On September 8, 1998
the  Company's  credit facilities with Foothill Capital Corporation were amended
to  further  reduce  interest rates.  The new financial agreements are discussed
further  below.

Allied  had  a  loss before benefit for taxes in the first nine months of fiscal
1999  of  $5.2  million  compared  to  income  before  provision  for  taxes and
extraordinary  loss  of  $2.8  million for the first nine months of fiscal 1998.
The  company  recorded  a  tax benefit of $1.8 million for the nine month period
ended March 31, 1999.  For the prior year nine month period the Company recorded
a  provision for income taxes of $9.4 million due to the gain on the sale of the
ventilation  products  division  and  the  non-deductibility of certain goodwill
writedowns  included  in  the  non-recurring  charge  as  previously  discussed.

                                       22
<PAGE>
In  the  first  quarter of fiscal 1998, Allied recorded an extraordinary loss on
early  extinguishment  of  debt  of  $0.5  million, net of a tax benefit of $0.4
million.  In  fiscal  1999,  the  net  loss  for  the first nine months was $3.4
million,  or  $0.43  per  basic  and diluted share, consisting of $0.25 loss per
share  from  operations and $0.18 loss per share related to the B&F move and the
regulator  recall.  In  fiscal  1998, the net loss for the first nine months was
$7.1 million, or $0.91 per basic and diluted share, consisting of $0.84 loss per
share  from operations and $0.07 loss per share for the extraordinary item.  The
weighted  average number of common shares outstanding used in the calculation of
earnings  per  share  was  7,806,682  and 7,804,471 for the first nine months of
fiscal  1999  and  fiscal  1998,  respectively.

                                       23
<PAGE>
FINANCIAL  CONDITION
--------------------

The  following  table  sets  forth  selected  information  concerning  Allied's
financial  condition:

<TABLE>
<CAPTION>
Dollars in thousands:  March 31, 1999   June 30, 1998
---------------------  ---------------  --------------
<S>                    <C>              <C>
Cash. . . . . . . . .  $           497  $        1,195
Working Capital . . .  $        23,290  $       21,308
Total Debt. . . . . .  $        17,671  $       18,415
Current Ratio . . . .           3.24:1          2.67:1
</TABLE>

The  Company's  working  capital was $23.3 million at March 31, 1999 compared to
$21.3  million  at  June  30, 1998.  A decrease in accounts receivable and other
current  assets  along  with  an  increase  in  accounts  payable were offset by
increases  in  inventories  and  income taxes receivable as well as decreases in
accrued  income  taxes and other current liabilities to account for the increase
in  net working capital. Accounts receivable decreased to $13.6 million at March
31,  1999 from $14.2 million at June 30, 1998, partially due to decreased sales.
Accounts  receivable  as measured in days sales outstanding ("DSO") decreased to
62  days  at  March 31, 1999 from 69 days at June 30, 1998 as collection efforts
have  been  successful  in  lowering  the  average time it takes to collect from
customers.   Inventories  increased  to $18.5 million from $18.3 million at June
30,  1998.  Inventories,  as  measured  by Days on Hand ("DOH"), were 159 DOH at
March  31,  1999 compared to 129 DOH at June 30, 1998, due to lower sales in the
first  nine  months of fiscal 1999.  The Company continues to focus on improving
the  mix  of  inventories and has been increasing stocking levels of high volume
products  while  simultaneously reducing stocking levels of low volume products.

                                       24
<PAGE>
The  net  increase / (decrease) in cash for the nine months ended March 31, 1999
and  March 31, 1998 was ($0.7) million and $0.2 million, respectively.  Net cash
used  by  operations  was  $0.3  million  and $7.2 million for the same periods,
respectively.  Cash  used by operations for the nine months ended March 31, 1999
consisted  of a net loss of $3.4 million, which was partially offset by non-cash
charges  to  operations  of  $3.0  million  for  depreciation  and amortization.
Changes  in  working  capital  accounts used $1.3 million. The change in working
capital  was comprised of reductions in accounts receivables of $0.6 million and
other  current  assets  of  $0.2 million, and an increase in accounts payable of
$0.8  million.  These  favorable  cash adjustments were offset by an increase in
inventories  of  ($0.2) million, a net change in deferred income tax accounts of
($1.9)  million  and a reduction in other current liabilities of ($0.8) million.
In  addition,  cash  used  by operating activities was favorably impacted by the
$1.1  million  accrual  for  product recall, as discussed previously, and by the
$0.2  million  non-cash  portion  of  the  provision  for  restructuring  and
consolidation  related  to  the  relocation of the B&F product line from Toledo,
Ohio  to  St.  Louis,  Missouri.

As  discussed  previously, during the second quarter of fiscal 1999, the Company
received  proceeds  from the sale of its disposable products division facilities
which were sold to the City of Toledo for $1.4 million. These proceeds were used
to  fund  $1.0  million in capital expenditures and to reduce the Company's long
term  debt.

Cash used by operations in the prior year same period consisted of a net loss of
$7.1  million  which  was  partially offset by non-cash charges to operations of
$3.9  million  for  depreciation  and  amortization.  Changes in working capital
accounts  used  $6.2  million.  The  change  in  working  capital  accounts  was
principally  related  to  payments  to vendors which reduced accounts payable by
$6.1  million  during  the  first  nine months of fiscal 1998.  In addition, the
Company  reported  a  $12.8 million gain on the sale of the ventilation products
division  and also recorded non-recurring charges, of which the non-cash portion
was  $9.6  million  for  the nine months ended March 31, 1998.  Accordingly, the
Company  recorded  a  tax  provision for the gain on the sale of the ventilation
products  division  which  resulted  in  a  favorable adjustment to cash used by
operating  activities of $9.4 million.  Also in conjunction with the sale of the
ventilation  products  division,  the company received pre-tax proceeds of $35.4
million  which was used to reduce total debt by $26.6 million, pay debt issuance
costs  of  $1.0  million,  pay  income  taxes  of  $4.1 million and fund capital
expenditures  of  $0.4  million.

On  August  7,  1998,  the  Company obtained a $5.0 million mortgage loan on its
principal  facility  in  St.  Louis, Missouri from LaSalle National Bank.  Under
terms  of  this  agreement  the Company will make monthly principal and interest
payments,  with  a  balloon  payment in 2003.  Proceeds of the loan were used to
reduce the obligation under the revolving credit agreement with Foothill Capital
Corporation.  The  mortgage  loan  carries  a  fixed  rate of interest of 7.75%.

                                       25
<PAGE>
On  September  8,  1998,  the  Company's credit facilities with Foothill Capital
Corporation  were  amended.  The Company's existing term loan was eliminated and
replaced  with  an amended revolving credit facility.  As amended, the revolving
credit  facility  remained  at $25.0 million.  The interest rate on the facility
has  been  reduced  from the floating reference rate (7.75% at January 31, 1999)
plus  0.50%  to  the  floating reference rate plus 0.25%.  The reference rate as
defined  in  the  credit agreement, is the variable rate of interest, per annum,
most  recently announced by Norwest Bank Minnesota, National Association, or any
successor thereto, as its "base" rate.  This amendment also provides the Company
with  a  rate  of  LIBOR +2.5%.  Amounts outstanding under this revolving credit
facility,  which  expires  on August 8, 2000, totaled $11.0 million at April 26,
1999.  At  April  26,  1999,  $5.2  million  was  available  under the revolving
facility  for  additional  borrowings.

The  rates  noted above will drop by 0.25% at the end of fiscal 1999 and 2000 if
the  Company  is  profitable.  In  addition, the fees charged to the Company are
also  reduced.

As  of  March 31, 1999 the Company had a backlog of  $20.2 million compared to a
backlog of $17.4 million at June 30, 1998.  The Company's backlog, a significant
portion  of  which  is  attributable  to  the  Company's  medical  gas equipment
products,  consists  of  customer  purchase  orders  which  may  be  subject  to
cancellation  by  the  customer.

Inflation  has not had a material effect on the Company's business or results of
operations.

YEAR  2000
----------

The Company utilizes software and related computer technologies essential to its
operations.  The  Company  has established a plan, utilizing internal resources,
to  assess  the  potential  impact  of  the  changeover  to the year 2000 on the
Company's  systems  and  operations  and  to implement solutions to address this
issue.  In  October  1996,  the  Company converted its corporate offices and its
manufacturing  operation  to  a  new  fully-integrated software system. The date
methodology  of  this software is not sensitive to year 2000 problems.  However,
the  Company is in the process of implementing testing procedures to insure year
2000  readiness.  Any  modifications or reprogramming is expected to be minor in
nature.  The  Company  has  also analyzed other internal computerized processes,
including,  but  not  limited  to, manufacturing, engineering, personal computer
network,  and  other facility management systems for potential year 2000 issues.
Any systems identified as being impacted by the changeover to the year 2000 will
be  modified  or  replaced.  The Company estimates that the year 2000 conversion
effort  is  over 65% complete and expects all critical systems will be year 2000
compliant  by  October  1999.

The Company has not separately distinguished between costs incurred specifically
to  assure  year  2000  compliance and normal expenditures needed to maintain or
upgrade existing systems to current technology levels. The Company believes that
any such costs expended were not material.  The Company does not expect to incur
any  significant  costs  on  the  remaining  year  2000  compliance  efforts.

                                       26
<PAGE>
The  Company  is  dependent  on  various  third  parties to conduct its business
operations.  These  third  parties are customers and vendors of raw material and
components  used  in  the  production  process.  The  Company's revenues are not
dependent upon any single or any few number of customers.  The Company employs a
large number of vendors, without concentration of critical vendors.  The Company
believes  that  vendors  could  be  replaced  if they fail to meet the Company's
demand  for components.  None of the Company's products or components of Company
products  use  date  sensitive technology.  Therefore, the Company believes that
third  party  risk  involving  the  changeover to year 2000 is relatively small.
However,  while  reasonable  actions  are  being  taken  to mitigate the risk of
unanticipated  costs  and/or business interruptions due to year 2000 problems in
its  internal  systems,  or those of its vendors, there can be no assurance that
the  Company  will  not  experience  any costs and/or disruptions from any other
external year 2000 failures.  The magnitude of any such costs and/or disruptions
and  the possible impact on the Company's consolidated results of operations, is
unpredictable.  In  addition,  while  efforts to date have focused on mitigating
year 2000 problems, the Company plans to evaluate the reasonable potential risks
to  determine  the  extent  of  contingency  planning  and  resources  that  are
appropriate.

                                       27
<PAGE>
PART  II.     OTHER  INFORMATION
              ------------------

Item  6.     Exhibits  and  Reports  on  Form  8-K

(a)     Exhibits:

     (27)     Financial  Data  Schedule

(b)     Reports  on  Form  8-K  -  See  Form  8-K  filed  April  2,  1999.

                                       28
<PAGE>
                                    SIGNATURE

     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.

                         ALLIED  HEALTHCARE  PRODUCTS,  INC.


                         /s/  Thomas  A.  Jenuleson
                         Thomas  A.  Jenuleson
                         Vice  President  Finance  and  Chief  Financial Officer

                                       29
<PAGE>