SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

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

For the quarterly period ended:       September 30, 1998


                       Commission File Number 1-5426.



                             THOMAS INDUSTRIES INC.
             (Exact name of registrant as specified in its charter)



        Delaware                                       61-0505332
(State or other jurisdiction of                     (I.R.S.  Employer
 incorporation or organization)                    Identification No.)


4360 Brownsboro Road, Louisville, Kentucky               40207
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:     502/893-4600


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 period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

The number of shares  outstanding of issuer's  Common Stock, $1 par value, as of
November 1, 1998, was 15,889,981 shares.




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (In Thousands Except Per Share Amounts)

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


Net sales                        $43,146    $141,204     $137,691     $407,549
Cost of products sold             27,301      97,023       86,940      281,571
                                  ------     -------      -------      -------
Gross profit                      15,845      44,181       50,751      125,978
Selling, general, and
   administrative expenses         9,898      32,015       30,698       94,309
Equity income(loss)                6,858        (294)      14,797         (471)
                                  ------     -------      -------      -------
Operating income                  12,805      11,872       34,850       31,198
Interest expense                   1,593       1,500        4,650        4,802
Other income (expense)                78         755          336        1,290
                                 -------     -------      -------      -------
Income before income taxes        11,290      11,127       30,536
27,686
Income taxes                       4,240       4,102       11,361       10,229
                                  ------     -------      -------      -------
Net income                       $ 7,050    $  7,025     $ 19,175     $ 17,457
                                  ======     =======      =======      =======
Net income per share
  -- Basic                          $.44        $.44        $1.21        $1.10
  -- Diluted                        $.43        $.43        $1.16        $1.07

Dividends declared per share      $0.075      $0.067       $0.225        $0.20

Weighted average number of
  common shares outstanding
  -- Basic                        15,881      15,838       15,873       15,831
  -- Diluted                      16,461      16,338       16,468       16,323


Effective  August 30, 1998,  Thomas  Industries Inc.  ("Thomas") and The Genlyte
Group ("Genlyte") formed Genlyte Thomas Group, LLC ("GTG"), combining the Thomas
Lighting business and Genlyte (the "Joint Venture").  Genlyte has a 68% interest
in GTG, and Thomas holds a 32% interest, which is accounted for using the equity
method of  accounting.  Thomas changed its method of accounting for the Lighting
business  contributed to GTG to the equity method effective January 1, 1998, the
beginning of Thomas'  current  fiscal year,  restating  results for the quarters
ended March 31 and June 30, 1998. The 1997 third quarter and  nine-month  period
net sales included $99,476,000 and $277,443,000,  respectively,  associated with
the Lighting  business  contributed to GTG. The restatement of results using the
equity method for the 1998 quarterly  periods prior to consummation of the Joint
Venture  had no effect on net  income or  common  shareholders'  equity  but did
reduce revenues and costs.


See notes to condensed consolidated financial statements.


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

                                                       (Unaudited)
                                                       September 30  December 31
                                                           1998          1997*
                                                           ----          ----
ASSETS
Current assets
  Cash and cash equivalents                              $  6,157     $ 17,352
  Accounts receivable, less allowance
    (1998--$848; 1997--$2,046)                             20,553       71,385
  Inventories:
    Finished products                                       6,126       35,472
    Raw materials                                           9,504       23,620
    Work in process                                         6,206       15,036
                                                           ------      -------
                                                           21,836       74,128
  Deferred income taxes                                     6,285        6,694
  Other current assets                                     40,544        7,052
                                                          -------      -------
                             Total current assets          95,375      176,611
Equity investments                                        146,203          368
Property, plant and equipment                              75,159      154,977
  Less accumulated depreciation and amortization           41,879       74,780
                                                          -------      -------
                                                           33,280       80,197
Intangible assets--less accumulated amortization            8,351       56,333
Other assets                                               29,189       14,130
                                                         --------      -------
                                     Total assets        $312,398     $327,639
                                                         ========     ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Notes payable                                          $ 24,912     $  2,564
  Accounts payable                                          6,712       31,094
  Other current liabilities                                22,636       42,835
  Current portion of long-term debt                         7,780        7,860
                                                          -------      -------
                        Total current liabilities          62,040       84,353
Deferred income taxes                                       8,736        8,802
Long-term debt (less current portion)                      48,313       55,006
Minimum pension liability                                   1,737        2,448
Other long-term liabilities                                 2,179        3,625
                                                          -------      -------
                                Total liabilities         123,005      154,234
Shareholders' equity
  Preferred stock, $1 par value,
  3,000,000 shares authorized--none issued
  Common stock, $1 par value, shares authorized:
    60,000,000; shares issued: 1998 -- 17,412,791;
                               1997 -- 17,394,198          17,413       17,394
  Capital surplus                                         109,898      109,750
  Retained earnings                                        84,137       68,533
  Accumulated other comprehensive income                   (4,855)      (5,060)
  Less cost of treasury shares
    (1998--1,534,400; 1997--1,535,469)                    (17,200)     (17,212)
                                                          --------     --------
                       Total shareholders' equity         189,393       173,405
       Total liabilities and shareholders' equity        $312,398      $327,639

*Derived from the audited  December 31, 1997,  consolidated  balance sheet.
See notes to condensed consolidated financial statements.


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in Thousands)


                                                             Nine Months Ended
                                                                 September 30
                                                              1998       1997
                                                              ----       ----
Cash flows from operating activities:
  Net income                                               $ 19,175    $ 17,457
Reconciliation of net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                              5,642      12,517
Deferred income taxes                                           658         (64)
   Equity income (loss) from affiliates                      14,797        (471)
   Provision for losses on accounts receivable                  354         300
   Gain on asset disposal, net                                  (37)       (830)
   Changes in operating assets and  liabilities,
   net of effects of acquisitions
   and dispositions:
    Accounts receivable                                      (3,160)    (15,706)
    Inventories                                                 572      (5,189)
    Other current assets                                    (37,117)         56
    Accounts payable                                         (2,952)        817
    Accrued expenses and other liabilities                   (1,921)      2,173
    Equity in unconsolidated joint ventures                   7,403        --
    Note receivable                                         (22,287)       --
    Other                                                      (296)       (421)
                                                            --------   --------
        Net cash provided by (used in) operating activities (19,169)     10,639

Cash flows from investing activities:
  Purchases of property, plant, and equipment                (4,648)    (11,868)
  Proceeds from sale of property, plant, and equipment,
    and other assets                                             60         949
                                                           --------    --------

    Net cash used in investing activities                    (4,588)    (10,919)

Cash flows from financing activities:
  Proceeds from short-term debt, net                         22,265       4,267
   Payments of long-term debt, net                           (6,517)     (7,758)
Dividends paid                                               (3,571)     (3,164)
Other                                                           179         285
                                                           --------    --------
  Net cash provided by (used in)
     financing activities                                    12,356      (6,370)
   Effect of exchange rate changes on cash                      206         (13)
                                                           --------    --------

      Decrease in cash and cash equivalents                 (11,195)     (6,663)

        Cash and cash equivalents at beginning of period     17,352      18,826
                                                           --------    --------

          Cash and cash equivalents at end of period       $  6,157    $ 12,163
                                                           ========    ========


See notes to condensed consolidated financial statements


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

The results of operations  for the nine-month  period ended  September 30, 1998,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  1998.  In the  opinion  of  management,  all  adjustments
considered  necessary for a fair  presentation  have been included.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997.

Effective  August 30, 1998,  Thomas  Industries and The Genlyte Group formed the
Genlyte Thomas Group (GTG),  combining the Thomas Lighting business and Genlyte.
Genlyte has a 68%  interest in GTG, and Thomas  holds a 32%  interest,  which is
accounted for using the equity method of  accounting.  Thomas changed its method
of accounting for the Lighting business  contributed to GTG to the equity method
effective  January 1, 1998, the beginning of Thomas' current fiscal year.  These
changes  had no effect on net  income or  common  shareholders'  equity  but did
reduce  revenues and costs.  (See Note E.)  Reference is made to "Part II. OTHER
INFORMATION - Item 5. Other information" below for additional information.


Note B - Contingencies

In the normal  course of business,  the Company is a party to legal  proceedings
and claims. When costs can be reasonably estimated,  appropriate liabilities for
such matters are recorded.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company,  the  ultimate  outcome  of  any  litigation  is  uncertain.   Were  an
unfavorable outcome to occur, the impact could be material to the Company.


Note C - Comprehensive Income

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards  No.  130,  Reporting   Comprehensive  Income  (SFAS  130).  SFAS  130
establishes new rules for the reporting and display of comprehensive  income and
its  components;  however,  the adoption of this  Statement had no impact on the
Company's net income or shareholders' equity. SFAS 130 requires unrealized gains
or losses on the Company's  foreign  currency  translation  and minimum  pension
liability  adjustments,  which,  prior  to  adoption,  were  reported  Note  C -
Comprehensive Income - Continued

separately  in  shareholders'  equity,  to be included  in  other  comprehensive
income.

For the three months ended September 30:           1998             1997
                                                   ----             ----

     Net income                                  $ 7,050           $ 7,025
     Minimum pension liability                      (287)               --
     Foreign currency translation                  1,293              (342)
                                                  ------            ------
     Comprehensive income                        $ 8,056           $ 6,683
                                                  ======            ======

For the nine months ended September 30:            1998             1997
                                                   ----             ----

     Net income                                  $19,175           $17,457
     Minimum pension liability                      (287)               --
     Foreign currency translation                    492            (2,243)
                                                    ----            ------
     Comprehensive income                        $19,380           $15,214
                                                  ======            ======


Note D - Stock Split

On October 16, 1997,  the Board of Directors  authorized a  three-for-two  stock
split to be effected in the form of a 50 percent stock dividend on all shares of
Common Stock,  payable December 1, 1997, for shareholders of record November 14,
1997.  All  share  data  included  in  these  condensed  consolidated  financial
statements have been restated to reflect this stock split.


Note E - Genlyte Thomas Group, LLC

The following table contains  certain  unaudited  financial  information for the
Joint Venture. The Joint Venture was formed on August 30, 1998; therefore,  only
one month of activity exists.

                            Genlyte Thomas Group, LLC
                         Condensed Financial Information
                             (Dollars in Thousands)

         Net sales                                    $ 94,646
         Gross profit                                   32,404
         Operating income                                8,593
         Net income                                      2,902

         Current assets                                329,081
         Long-term assets                              170,890
         Current liabilities                           164,332
         Long-term liabilities                          81,390


Restated  results  for Thomas for the  quarters  ended March 31 and June 30, and
results for the quarter ended September 30, 1998, are shown below:


Note E - Genlyte Thomas Group, LLC - Continued


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  (Dollars in thousands except amounts per share)


                                                                     Nine Months
                                        Three Months Ended              Ended
                                  March 31   June 30  September 30  September 30
                                    1998       1998       1998          1998
                                    ----       ----       ----          ----

Net sales                          $48,209   $46,336     $43,146       $137,691
Cost of products sold               30,581    29,058      27,301         86,940
                                    ------    ------      ------        -------

Gross profit                        17,628    17,278      15,845         50,751
SG&A expenses                       10,855     9,945       9,898         30,698
Equity income (loss)                 2,858     5,081       6,858         14,797
                                    ------    ------      ------        -------

Operating income                     9,631    12,414      12,805         34,850
Interest expense                     1,476     1,581       1,593          4,650
Other                                  179        79          78            336
                                    ------    ------      ------        -------

Income before taxes                  8,334    10,912      11,290         30,536
Income tax provision                 3,084     4,037       4,240         11,361
                                    ------    ------      ------        -------

Net income                         $ 5,250   $ 6,875     $ 7,050       $ 19,175
                                    ======    ======      ======        =======

Net income per share
  -- Basic                           $0.33     $0.43       $0.44          $1.21
  -- Diluted                         $0.32     $0.42       $0.43          $1.16

Dividends declared per share         $.075     $.075       $.075          $.225

Weighted average number of common shares outstanding:
  -- Basic                          15,864    15,874      15,881         15,873
  -- Diluted                        16,405    16,524      16,461         16,468


Note F - Receivables from Affiliate

As negotiated  between  Thomas and Genlyte,  included in Other Current Assets is
$33,271,000  related to a working  capital  adjustment due from GTG. The working
capital  adjustment is based on the net working  capital  contributed  to GTG by
Thomas in excess of a target net working capital. The target net working capital
is intended to represent the net working  capital which should be contributed by
Thomas in proportion  to the net working  capital  being  contributed  to GTG by
Genlyte. The working capital adjustment was paid on November 9, 1998.

Included in Other Long-Term  Assets at September 30, 1998,is  $22,287,000  which
represents a debt equalization note payable to Thomas by GTG. Such note Note F -
Receivables from Affiliate - Continued

reflects 32/68ths of the long-term portion of indebtedness contributed to GTG by
Genlyte.  Interest on the principal amount outstanding under the note accrues at
a variable rate based on LIBOR plus the Offshore Rate Margin and is payable on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.


Item 2.  Management's Discussion and Analysis

Results of Operations

Net sales during the third quarter ended  September 30, 1998, were $43.1 million
compared  to $141.2  million for the third  quarter of 1997.  The 1998 net sales
reflect  the  application  of  the  equity  method  for  the  Lighting   Segment
retroactive  to January 1, 1998. The 1997 third quarter net sales included $99.5
million associated with the lighting business  contributed to GTG. Net sales for
the nine months ended September 30, 1998, were $137.7 million compared to $407.5
million for the prior year.  Included in the prior year nine-month  period ended
September  30,  1997,  were  $277.4  million  of net sales  associated  with the
lighting business contributed to GTG. Excluding the lighting business, net sales
year to date through September 30, 1998, were $7.6 million higher than the prior
year,  primarily due to an increased  volume of shipments in the North  American
Compressor & Vacuum Pump Segment.

Operating  income for the third  quarter  ended  September  30, 1998,  was $12.8
million,   or  7.6%  higher  than  the  prior-year   amount  of  $11.9  million.
Year-to-date  operating income for the period ended September 30, 1998, of $34.9
million was 11.9%  greater  than the $31.2  million  recorded in the prior year,
primarily due to improved profitability in the European Compressor & Vacuum Pump
Segment.  Operating  results  for the North  American  Compressor  & Vacuum Pump
Segment  decreased  slightly due to a less  favorable  product mix,  competitive
pricing pressures, and a general weakness in OEM and distributor business.

Net income for the 1998 third  quarter of $7.1 million was slightly  higher than
the $7.0  million  for the  comparable  1997  period.  Through  the first  three
quarters  of 1998,  net income of $19.2  million  was 9.7% higher than the first
three quarters of the prior year.

Interest  expense for the 1998 third  quarter was $1.6  million,  or 6.7% higher
than  the  prior-year  amount  of $1.5  million.  The  increase  was  attributed
primarily to an increase in short-term debt.

As negotiated  between  Thomas and Genlyte,  included in Other Current Assets is
$33,271,000  related to the working capital adjustment due from GTG. The working
capital  adjustment is based on the net working  capital  contributed  to GTG by
Thomas in excess of a target net working capital. The target net working capital
is intended to represent the net working  capital which should be contributed by
Thomas in proportion  to the net working  capital  being  contributed  to GTG by
Genlyte.  The working capital  adjustment will be paid on November 9, 1998. Item
2. Management's Discussion and Analysis - Continued

Included in Other Long-Term  Assets at September 30, 1998,is  $22,287,000  which
represents  the debt  equalization  note  payable  to Thomas  by GTG.  Such note
reflects 32/68ths of the long-term portion of indebtedness contributed to GTG by
Genlyte.  Interest on the principal amount outstanding under the note accrues at
a variable rate based on LIBOR plus the Offshore Rate Margin and is payable on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.

Certain loan agreements of the Company include  restrictions on working capital,
operating  leases,  tangible net worth,  and the payment of cash  dividends  and
stock distributions. Under the most restrictive of these arrangements,  retained
earnings of $53.9 million are not restricted at September 30, 1998.

As of September 30, 1998,  the Company had available  credit of $13 million with
banks  under  short-term  borrowing  arrangements  which was  unused,  and a $30
million revolving line of credit that expires in 2002, $9.1 million of which was
unused.  Anticipated  funds from  operations,  along with  available  short-term
credit,  are expected to be  sufficient  to meet cash  requirements  in the year
ahead. Cash in excess of operating  requirements will continue to be invested in
high grade, short-term securities.

Year 2000 Issue

In the third quarter of 1996, the Company recognized the need to ensure that its
operations  would not be adversely  affected by Year 2000 computer  hardware and
software  failures.  Certain systems would fail,  unless  modified,  to properly
handle  date-sensitive  calculations  for dates that crossed the  century.  Such
systems  could fail because the systems use only two digits  rather than four to
define a specific  year.  These  failures  would pose known  risks to the future
integrity of the Company's financial reports and to virtually all aspects of the
Company's   operations,   including  the  Company's  ability  to  process  sales
transactions,  fulfill customer orders,  and receive and manage  inventories and
other assets.

Plans for achieving internal Year 2000 compliance were finalized during 1996 and
included  a  goal  to be  complete  by  the  end  of  the  third  quarter  1998.
Accordingly,  the Company  completed  a high level  analysis of the scope of the
issues to be addressed,  created a team of IT resources,  and contracted  with a
major software  consulting firm to assist in the Year 2000 remediation  efforts.
The discovery phase of the problems and the plan for remediation  were completed
in 1997.  Remediation and testing have been completed on most systems during the
first nine months of 1998.  The  objective  of these  efforts is to achieve Year
2000  compliance with a minimal effect on customer  service or other  disruption
to, or loss of integrity  in,  business or financial  operations.  At this date,
sources of potential failure have been identified, with most of them having been
remediated.  We are currently  awaiting some third-party  software  providers to
provide  compliant  versions of their  software,  including  in  particular  two
payroll  software  vendors.  We  believe  that  all  critical  software  will be
compliant before our known failure dates.

Item 2.  Management's Discussion and Analysis - Continued

The  Company  has   performed  a   preliminary   assessment   of  its   material
non-Information   Technology   systems  such  as  CAD   systems,   PBX  systems,
Environmental  Control systems,  Elevator  Control systems,  and NC devices and,
based upon this  preliminary  assessment,  believes  that these systems are Year
2000 compliant.

The Company has initiated  communications with its major suppliers and customers
to  determine  their Year 2000  compliant  status and to identify  any issues or
problems  with  respect to their  Year 2000  preparedness  that might  adversely
affect their  companies.  The Company is  continuing  its efforts to obtain such
assurances  from all critical  suppliers.  Failure of these third  parties could
have a material  impact on operations  and/or the  Company's  ability to deliver
products.  Contingency planning will be established and implemented in an effort
to minimize any impact from Year 2000 related failures.

Through September 1998, approximately $2.3 million, which includes Compressors &
Vacuum Pumps and Lighting costs,  has been incurred in the Company's  efforts to
achieve Year 2000  compliant  systems.  These costs have been  incurred over the
1996-1998  time  frame and have not been,  nor are  expected  to be, a  material
incremental  cost  having  an  impact  on the  Company's  operations,  financial
condition,  or  liquidity  and  include  the  costs for both its  Vacuum  Pump &
Compressor  business and the Company's  former  Lighting  business.  These costs
consist  primarily  of  outsourced   consulting  and  remediation  efforts.  Any
remaining  costs for the Company are  expected to be less than  $100,000.  There
have been no major  system  projects  cancelled  or  delayed  as a result of the
Company's Year 2000 costs.

The above expectations are subject to uncertainties. For example, if the Company
is  unsuccessful in identifying or fixing all Year 2000 problems in our critical
operations,  or if we are affected by the  inability  of our  suppliers or major
customers to continue operations due to such problems, our results of operations
or financial condition could be materially affected.

The Company has a minority  interest in Genlyte Thomas Group,  LLC ("GTG") which
has advised the Company that it is currently in the process of  identifying  and
remediating  its  Year  2000  issues  as well as  conducting  a  review  to gain
reasonable  assurances  that its  business  partners  are  addressing  Year 2000
issues.  If GTG is  unsuccessful  in identifying  or  remediating  all Year 2000
problems in its critical  operations,  or if it is affected by the  inability of
its suppliers or major  customers to continue  operations  due to such problems,
this could have an impact on the Company's financial results and condition.

New European Currency

Eleven European  countries (The European Monetary Union) will implement a single
currency  zone on January 1,  1999.  The new  currency  (Euro)  will  eventually
replace the existing currencies of the participating  countries.  It is expected
that this transition  from the various  currencies to the Euro will occur over a
three-year  period.   Since  the  Company's  European  Operations  may  have  to
accommodate dual currencies during this period, modifications to our


Item 2.  Management's Discussion and Analysis - Continued

third-party software at our European locations may be necessary. A team has been
formed to monitor  EMU  developments,  evaluate  the  requirements,  develop and
execute action plans and work with our third party software providers to address
this issue.

While management  currently believes the Company will be able to accommodate any
required changes in its operations  without  significant  costs, there can be no
assurance that the Company,  its customers,  suppliers and service  providers or
government  agencies  will all meet the Euro currency  requirements  in a timely
manner.  Such  failure to timely  complete  the  necessary  work could result in
material financial risk.



PART II. OTHER INFORMATION

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

         a.  A Special Meeting of Shareholders was held on August 27, 1998.

         b.  The voting at the Special Meeting of Shareholders was as follows:

             Proposal  No. 1 - To approve the transfer of  substantially  all of
             the assets and  related  liabilities  of the  lighting  business of
             Thomas  Industries Inc. to the joint venture combining the lighting
             business  of  Thomas  with  the  business  of  The  Genlyte   Group
             Incorporated.

                                     For         Against       Abstain
                                     ---         -------       -------


            Shares voted         12,957,614       62,799        43,720


Item 5.  Other Information

         On August 30, 1998, the Company  contributed  substantially  all of its
         lighting  assets and related  liabilities  to a joint  venture with The
         Genlyte Group  Incorporated.  The Company filed a Joint Proxy Statement
         dated July 23, 1998 (the "Proxy  Statement"),  with the  Securities and
         Exchange Commission with respect to the Special Meeting of Shareholders
         of the Company held on August 27, 1998,  at which the  transaction  was
         approved.   For  additional  information  concerning  the  transaction,
         reference is made to the Proxy Statement  which is incorporated  herein
         by reference.



Item 6.  Exhibits and Reports on Form 8-K

           (a)   Exhibits

                (4)  Note  Agreement  dated  January 19, 1990,  by and among the
                     Company  and  its  Day-Brite  Lighting,  Inc.,  subsidiary,
                     Allstate Life Insurance  Company,  and other investors,  as
                     filed as  Exhibit 4 to Form  10-K  filed  March  22,  1990,
                     herein  incorporated by reference.  First Amendment to Note
                     Agreement dated April 8, 1992, and Second Amendment to Note
                     Agreement  dated  July 31,  1992,  as filed as Exhibit 4 to
                     Form 10-Q filed August 12,  1992,  herein  incorporated  by
                     reference. Third Amendment to Note Agreement is filed as an
                     exhibit herewith.

                (27) Financial Data Schedule


            (b) A Form 8-K was filed on July 23, 1998, which contained unaudited
                summary financial data for the second quarter of 1998.

                A Form 8-K was  filed  on July 24,  1998,  which  contained  the
                Master  Transaction  Agreement,  the Limited  Liability  Company
                Agreement of GT Lighting,  and the  Capitalization  Agreement by
                and between Thomas Industries Inc. and The Genlyte Group
                Incorporated.

                A Form 8-K was filed on September 14, 1998,  announcing that the
                Company contributed substantially all of its lighting assets and
                related  liabilities  to a joint  venture with The Genlyte Group
                Incorporated.




                                    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.

                                             THOMAS INDUSTRIES INC.
                                             ----------------------
                                                 Registrant



                                              /S/  Phillip J. Stuecker
                                              ------------------------------
                                              Phillip J. tuecker, Vice President
                                              and Chief Financial Officer


Date:      November 16, 1998