FORM 10-QSB



         Quarterly Report Under Section 13 or 15(d) of the 
              Securities Exchange Act of 1934

         For the quarterly period ended January 31, 1999

                 Commission File No. 2-33256


                       TOROTEL, INC.
     (Exact name of small business issuer as specified
                      in its charter)


            MISSOURI                         44-0610086
(State or other jurisdiction of          (I.R.S. Employer 
 incorporation or organization)          Identification No.)



     13402 SOUTH 71 HIGHWAY, GRANDVIEW, MISSOURI  64030
         (Address of principal executive offices)


                    (816) 761-6314
                (Issuer's telephone number)


                          NONE
   (Former name, former address and former fiscal year,
               if change since last report)


Check whether the issuer (1) filed all reports required to 
be filed by Section 13 or 15(d) of the Exchange Act during 
the past 12 months and (2) has been subject to such filing 
requirements for the past 90 days.

                  Yes    X     No             


As of March 11, 1999, there were 2,811,590 shares of Common 
Stock, $.50 Par Value, outstanding.














              TOROTEL, INC. AND SUBSIDIARIES



                          INDEX



PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

    Consolidated Balance Sheet as of January 31, 1999 

    Consolidated Statements of Operations for the nine 
months ended January 31, 1999 and 1998

    Consolidated Statements of Operations for the three 
months ended January 31, 1999 and 1998

    Consolidated Statements of Cash Flows for the nine 
months ended January 31, 1999 and 1998

    Notes to Consolidated Financial Statements

  Item 2.  Management's Discussion and Analysis or Plan of 
            Operation



PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings

  Item 6.  Exhibits and Reports on Form 8-K



SIGNATURES





















PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

CONSOLIDATED BALANCE SHEET (Unaudited)
As of January 31, 1999


ASSETS
<TABLE>
<S>                                            <C>
Current assets:
Cash                                           $    311,000
Accounts receivable, net                            581,000
Inventories (Note 3)                              2,898,000
Prepaid expenses and other current assets            87,000
                                                  3,877,000

Property, plant and equipment, net                1,388,000

Other assets                                         21,000

                                                $ 5,286,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term revolving credit line (Note 5)       $ 1,700,000
Current maturities of long-term debt                208,000
Trade accounts payable                              703,000
Accrued liabilities                                 251,000
                                                  2,862,000

Long-term debt, less current maturities           1,428,000

Note and interest payable to former officer
   (Note 6)                                         469,000

Commitments and contingencies (Notes 6 and 10)      486,000

Stockholders' equity (Notes 7, 8, 9, 10 and 12):
Common stock, at par value                        1,441,000
Capital in excess of par value                    8,673,000
Accumulated deficit                              (9,868,000)
                                                    246,000
Less treasury stock, at cost                        205,000
                                                     41,000

                                                $ 5,286,000
</TABLE>

    The accompanying notes are an integral part of
                 these statements.






CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Nine Months Ended January 31,

<TABLE>
                                     1999            1998    
<S>                                <C>          <C>
Net sales                          $ 6,165,000  $ 9,119,000
Cost of goods sold                   5,556,000    7,006,000

  Gross profit                         609,000    2,113,000

Operating expenses:
Engineering                            646,000      581,000
Selling, general and administrative  1,695,000    1,773,000
                                     2,341,000    2,354,000

  Loss from operations              (1,732,000)    (241,000)

Other expense (income):
Interest expense                       246,000      204,000
Other, net (Note 11)                  (984,000)      71,000
                                      (738,000)     275,000

  Loss before provision for
      income taxes                    (994,000)    (516,000)

Provision for income taxes
   (Note 4)                               -           -    

Net loss                          $   (994,000) $  (516,000)


Basic loss per share (Note 7)     $ (.35)       $ (.18)

Diluted loss per share (Note 7)   $ (.35)       $ (.18)
</TABLE>

      The accompanying notes are an integral part
               of these statements.





















CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended January 31,

<TABLE>
                                     1999            1998    
<S>                            <C>             <C>
Net sales                      $  1,516,000    $  2,477,000
Cost of goods sold                1,450,000       2,005,000

  Gross profit                       66,000         472,000

Operating expenses:
Engineering                         229,000         185,000
Selling, general and
   administrative                   612,000         608,000
                                    841,000         793,000

  Loss from operations             (775,000)       (321,000)

Other expense (income):
  Interest expense                   77,000          71,000
Other, net (Note 11)                   -               -      
                                     77,000          71,000

  Loss before provision
   for income taxes                (852,000)       (392,000)

Provision for income taxes
 (Note 4)                              -               -    

Net loss                      $    (852,000)   $   (392,000)


Basic loss per share (Note 7) $ (.30)          $ (.14)

Diluted loss per share
  (Note 7)                    $ (.30)          $ (.14)
</TABLE>

        The accompanying notes are an integral part 
                   of these statements.



















CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended January 31,


<TABLE>
                                     1999            1998    
<S>                            <C>             <C>
Cash flows from operating
  activities:
Net loss                       $   (994,000)   $   (516,000)

Adjustments to reconcile
 net loss to net cash
   provided by operations:
 Gain on sale of product line      (984,000)          -  
Loss from estimated govern-
 ment penalty                         -             70,000
Depreciation and amortization       236,000        263,000
Disposition of asset held
  for disposal                       76,000          -  
Increase (decrease) in cash
 flows from operations resulting
 from changes in:
  Accounts receivable               983,000        798,000
  Inventories                       (28,000)      (271,000)
  Prepaid expenses and
   other assets                      23,000        (70,000)
Trade accounts payable                8,000       (311,000)
Accrued liabilities                (191,000)       (89,000)

Net cash used in operating
 activities                        (871,000)      (126,000)

Cash flows from investing
 activities:
  Capital expenditures              (56,000)      (105,000)
Proceeds from product line sale   1,250,000          -    

Net cash provided by (used in)
 investing activities             1,194,000       (105,000)

Cash flows from financing
 activities:
Borrowings against credit line    2,189,000       1,155,000
Payments against credit line     (2,050,000)       (890,000)
Proceeds from issuance of
 long-term debt                        -            451,000
Principal payments on long-term
 debt                              (214,000)       (507,000)
Payments on capital lease
 obligations                        (15,000)        (16,000)
Note and interest payable 
 to former officer                   31,000          32,000
Proceeds from issuance of 
 common stock                         1,000            -  
Acquisition of treasury stock           -             1,000

Net cash provided by
 (used in) financing activities     (58,000)        226,000

Net increase (decrease)
 in cash                       $    265,000     $    (5,000)
Cash at beginning of year            46,000         196,000

Cash at end of January         $    311,000    $    191,000

Supplemental Disclosures
 of Cash Flow Information
Cash paid during the
 period for:
  Interest                     $    215,000   $    172,000
  Income taxes                 $       -      $       -  
</TABLE>

      The accompanying notes are an integral part
              of these statements.












































NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 1 - Basis of Presentation

  The accompanying unaudited consolidated financial 
statements reflect the normal recurring adjustments which 
are, in the opinion of management, necessary to present 
fairly the company's financial position at January 31, 1999, 
and the results of operations for the three and nine months 
ended January 31, 1999.
  The financial statements contained herein should be read 
in conjunction with the company's financial statements and 
related notes filed on Form 10-KSB for the year ended April 
30, 1998.


Note 2 - Realization of Assets

  The accompanying consolidated financial statements have 
been prepared in conformity with generally accepted 
accounting principles, which contemplate continuation of the 
company as a going concern.  However, the company has 
sustained substantial operating losses in the first nine 
months of fiscal 1999, and in fiscal years 1998 and 1997.  
In addition, in the first nine months of fiscal 1999 and for 
fiscal year 1998, the company has used, rather than 
provided, cash in its operations.  The company's line of 
credit with Phillipsburg National Bank & Trust Company 
(PNBT) expires April 30, 1999 (see Note 5 of Notes to 
Consolidated Financial Statements).  If the bank does not 
renew the credit line, it could affect the company's ability 
to continue as a going concern.
  In view of the matters described in the preceding 
paragraph, recoverability of a major portion of the recorded 
asset amounts shown in the accompanying consolidated balance 
sheet is dependent upon continued operations of the company, 
which in turn is dependent upon the company's ability to 
meet its financing requirements on a continuing basis, to 
maintain present financing, and to succeed in its future 
operations.  The consolidated financial statements do not 
include any adjustment relating to the recoverability and 
classification of recorded asset amounts or amounts and 
classification of liabilities that might be necessary should 
the company be unable to continue in existence.


Note 3 - Inventories

  The components of inventories are summarized as follows:
<TABLE>
<S>                                    <C>
Raw materials                          $ 1,740,000
Work in process                            708,000
Finished goods                             450,000
                                       $ 2,898,000
</TABLE>



Note 4 - Income Taxes

  The company has net operating loss and credit 
carryforwards available as benefits to reduce future income 
taxes, subject to applicable limitations.  These tax credit 
and operating loss carryforwards expire in various amounts 
in the years 1999 through 2013.
  The difference between the financial and tax bases of 
assets and liabilities is determined annually.  Deferred 
income taxes and liabilities are computed for those 
differences that have future tax consequences using the 
currently enacted tax laws and rates that apply to the 
periods in which they are expected to effect taxable income.  
Valuation allowances are established, if necessary, to 
reduce the deferred tax asset to the amount that will, more 
likely than not, be realized.  Income tax expense is the 
current tax payable or refundable for the period plus or 
minus the net change in the deferred tax assets or 
liabilities.
  The following table summarizes the components of the net 
deferred tax asset:
<TABLE>
<S>                                            <C>
Net operating loss carryforwards               $ 2,595,000
Inventory valuation reserve                        229,000
Tax credit carryforwards                           406,000
Property, plant and equipment                      106,000
Other                                               52,000
                                               $ 3,388,000
Less valuation allowance                         3,388,000

                                               $    -    
</TABLE>

Note 5 - Short-term Revolving Credit Line

  The company renewed its revolving credit agreement with 
PNBT through April 30, 1999.  The credit agreement 
originally provided a $2,500,000 revolving credit line; 
however, this amount was reduced to $1,700,000 upon closing 
of the product line sale discussed in Note 11 of Notes to 
Consolidated Financial Statements.
  Advances under the credit line are limited to the sum of 
75% of eligible billed receivables and 50% of inventories, 
net of reserves.  The revolving credit line is 
collateralized by trade accounts receivable, inventories, 
and a third lien mortgage on OPT's facility.  Under the 
terms of the agreement, the outstanding balance of the 
revolving line bears interest at 1/2% over the bank's prime 
lending rate.  As of January 31, 1999, the company had 
utilized all of the revolving credit line and the effective 
borrowing rate was 8.25%.  The company is required to comply 
with certain covenants including restrictions on the payment 
of cash dividends.  As of January 31, 1999, the company was 
in violation of three financial covenants under the terms of 
the credit agreement with PNBT; however, the bank has waived 
compliance with the subject provisions through April 30, 
1999, which is the expiration date of the credit line.


Note 6 - Contingency for Estimated Penalty

  On May 6, 1997, Torotel Products, Inc. was accepted into 
the Voluntary Disclosure Program of the United States 
Department of Defense, resulting from its failure to perform 
some required thermal shock testing as frequently as 
required, and inaccurately certifying that all required 
testing had been performed.  As a result of the company's 
investigation into the thermal shock deficiencies, which was 
first reported in November 1996, the company recorded an 
estimated charge of $416,000 against earnings in the fourth 
quarter of its fiscal year ended April 30, 1997.  Because 
the investigation was ongoing, the company subsequently 
determined that there also were some deficiencies in 
performing some required electrical testing as frequently as 
required.  As a result, the company recorded an additional 
estimated charge of $70,000 against earnings in the first 
quarter of its fiscal year ended April 30, 1998.
  The company's investigation included a review of 
historical sales and pricing data, labor bid sheets, and 
interviews with past and present employees, to arrive at a 
best estimate of the cost impact to the government.  The 
aggregate amount of the estimated penalty is still subject 
to fluctuation until the government completes its 
investigation, and a definitive amount is determined.  The 
company believes the methodology it used to determine the 
amount of the estimate is reasonable.  As a result, the 
amount of any additional charges (or the possible range of 
any fluctuation in the estimated penalty) cannot be 
estimated at this time.
  At this time, the company is not certain when payment of 
the damage amount will be required; however, the company 
does not anticipate making any payments during the next 
twelve months.  As a result, the entire $486,000 has been 
classified as a long-term liability in the accompanying 
consolidated balance sheet.
  The company believes that certain of its former officers 
may have been responsible for the misconduct related to the 
test failures, and will evaluate ways of recovering the 
damages once the government completes its investigation.  In 
the meantime, the company has suspended all principal and 
interest payments due under a note payable to a former 
officer, and does not anticipate making any further payments 
during the next twelve months.  As a result, as of January 
31, 1999, the aggregate amount due of $469,000, which 
consists of the outstanding principal of $384,000 plus the 
accrued interest of $85,000, has been classified as a long-
term liability in the accompanying consolidated balance 
sheet.
  The legal fees associated with the DOD investigation have 
amounted to $1,000 during the current fiscal year, and 
$272,000 in aggregate since the investigation started in the 
third quarter of the fiscal year ended April 30, 1997.


Note 7 - Earnings Per Share

  In February 1997, the FASB issued Statement of Financial 
Accounting Standards (SFAS) No. 128, Earnings per Share, 
which replaces the presentation of primary earnings per 
share (EPS) with a presentation of basic EPS; requires dual 
presentation of basic and diluted EPS on the face of the 
statement of earnings regardless of whether basic and 
diluted EPS are the same; and requires a reconciliation of 
the numerator and denominator used in computing basic and 
diluted EPS.  Basic EPS excludes dilution and is computed by 
dividing earnings available to common stockholders by the 
weighted average number of common shares outstanding for the 
period.  Diluted EPS is computed similarly to fully diluted 
EPS pursuant to APB Opinion 15.  Diluted EPS reflects the 
potential dilution that could occur if securities or other 
contracts to issue common stock were exercised or converted 
into common stock or resulted in the issuance of common 
stock that then shared in the earnings of the entity.  The 
statement became effective for financial statements issued 
for periods ending after December 15, 1997, and requires 
restatement of all prior-period EPS data presented.
Pursuant to the new statement, the basic and diluted loss 
per common share were computed as follows:

<TABLE>
<S>                              <C>            <C>
Year-to-Date EPS Calculations         1999          1998     

Net loss                         $  (994,000)   $  (516,000)
Weighted average common
 shares outstanding                2,811,388      2,808,978
Incremental shares                      -              -   

Basic loss per share             $      (.35)   $      (.18)
Diluted loss per share           $      (.35)   $      (.18)
</TABLE>
No incremental shares are included in the year-to-date EPS 
calculations due to the net loss in each period.
<TABLE>
<S>                             <C>             <C>
Quarterly EPS Calculations            1999          1998     

Net loss                        $  (852,000)    $  (392,000)
Weighted average common
 shares outstanding               2,811,590       2,809,364
Incremental shares                     -              -   

Basic loss per share            $      (.30)    $      (.14)
Diluted loss per share          $      (.30)    $      (.14)
</TABLE>
No incremental shares are included in the quarterly EPS 
calculations due to the net loss in each period.


Note 8 - Employee Stock Options

  In accordance with the Incentive Compensation Plan 
approved by shareholders on September 19, 1994, the company 
reserved 400,000 common shares for issuance to key employees 
pursuant to the exercise of incentive and non-qualified 
stock options granted prior to June 20, 2004.  The options 
are accounted for under APB Opinion 25, Accounting for Stock 
Issued to Employees, and related interpretations.  The 
incentive stock options have a term of five years when 
issued and vest 50% per year at the end of each of the first 
two years.  The non-qualified stock options have a term of 
ten years when issued and vest 25% per year at the end of 
each of the first four years.  The exercise price of each 
option equals the market price of the company's common stock 
on the date of grant.  Accordingly, no compensation cost 
will be recognized upon the grant of any options.  No 
options have been granted since December 1996.
  Stock option transactions under the 1994 Incentive 
Compensation Plan for each period are summarized as follows:
<TABLE>
<S>          <C>       <C>       <C>          <C>
                     1999                  1998         
             Weighted            Weighted
              Shares   Average    Shares      Average  
               Under   Exercise    Under      Exercise
              Option    Price     Option        Price      
Outstanding
 at begin-
 ning of
 year        150,000   $1.00     150,000      $1.00
Granted         -        -          -           -  
Exercised       -        -          -           -  
Forfeited       -        -          -           -
Outstanding
 at end of
 January     150,000    1.00     150,000      $1.00

Options 
 exercisable
 at end of
 January        -         -         -            - 
Weighted 
 average
 fair value
 of options
 granted
 during the
 year           -         -         -           - 
</TABLE>
The following information applies to options outstanding at 
January 31, 1999:
<TABLE>
<S>                                          <C>
Number outstanding                           150,000  
Range of exercise prices                     $1.00  
Weighted average exercise price              $1.00  
Weighted average remaining contractual life  6.9 yrs.
</TABLE>
Note 9 - Stock Warrants

  Pursuant to a settlement that ended a class action 
alleging racial discrimination in hiring by Torotel 
Products, Inc., the company agreed to issue a warrant 
certificate to the Torotel Settlement Fund to purchase 
100,000 shares of Torotel, Inc. common stock at $.75 per 
share.  The warrant is 100% vested upon issuance and cannot 
be exercised until the market price of the company's common 
stock reaches $2.00 per share.  The warrant expires on May 
4, 2003.
  The warrant is deemed non-compensatory under Statement of 
Financial Accounting Standards No. 123, Accounting for 
Stock-Based Compensation.  The $33,000 fair value of the 
warrant was estimated on the date of grant using the Black-
Scholes options-pricing model using the following weighted 
average assumptions: no dividend payments over the life of 
the warrant; expected volatility of 75.9 percent; risk-free 
interest rate of 5.8 percent; and expected life of two 
years.
  Stock warrant transactions for each period are summarized 
as follows:

<TABLE>
<S>          <C>       <C>       <C>          <C>
                     1999                  1998         
             Weighted            Weighted
              Shares   Average    Shares      Average  
               Under   Exercise    Under      Exercise
              Option    Price     Option        Price      
Outstanding
 at begin-
 ning of
 year           -          -         -             -
Granted      100,000   $  .75        -             -       
Exercised       -          -         -             -       
Forfeited       -          -         -             -       
Outstanding
 at end of
 January     100,000   $  .75        -             -       

Warrants
 exercisable
 at end of
 January        -         -          -             -    
Weighted
 average
 fair value
 of warrants
 granted
 during the
 year           -         -         -             -    
</TABLE>
The following information applies to warrants outstanding at 
January 31, 1999:
<TABLE>
<S>                                              <C>
Number outstanding                               100,000  
Range of exercise prices                         $  .75  
Weighted average exercise price                  $  .75  
Weighted average remaining contractual life      4.2 yrs.
</TABLE>

Note 10 - Termination of Definitive Merger Agreement

  The company and Electronika, Inc. have mutually agreed to 
cancel their merger plans due to increased regulatory 
obstacles and higher than anticipated losses of Torotel.  In 
addition, Peter B. Caloyeras has resigned as Chief Executive 
Officer of Torotel, Inc. and Dale H. (Herb) Sizemore, Jr., 
the son of the founder of Torotel, Inc., was named as 
Caloyeras' replacement.  Both Torotel and Electronika 
continue to discuss other alternatives to enhance the 
shareholder value of their respective companies through a 
possible relationship in the future.


Note 11 - Product Line Sale

  On September 18, 1998, Torotel's wholly-owned subsidiary, 
OPT Industries, Inc., completed the sale of its ultra-
miniature transformer and inductor product line to Pico 
Electronics, Inc. of Pelham, New York.  Pursuant to the 
Asset Purchase Agreement, the company received cash proceeds 
of $1,250,000 in return for all assets related to the 
product line including inventory, raw materials, work in 
process, finished goods, backlog, fixed assets, intellectual 
property, goodwill, contracts and rights, whether tangible 
and intangible of every kind and description.
  As part of the Agreement, the company agreed that neither 
it nor any related entity shall re-establish any of the 
product line sold to Pico, nor shall the company nor any 
related entity modify any of its existing products to render 
the same mechanically and/or electrically interchangeable or 
substantially interchangeable with any of the products sold 
to Pico.
  The sale of the product line resulted in a gain of 
$984,000.


Note 12 - Market for Common Equity

  Since the company no longer fully satisfied all of the 
continued listing guidelines of the American Stock Exchange 
(AMEX), the company consented to the removal of its common 
stock from the AMEX.  The last day for trading in Torotel's 
stock on the AMEX was March 12, 1999.  Trading in the 
company's common stock will now be conducted on the over-
the-counter pink sheets market under the symbol TTLO.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 
OPERATION


  The discussion and analysis of the results of operations 
includes the operations of Torotel, Inc., and its 
subsidiaries, Torotel Products, Inc. and OPT Industries, 
Inc.


NINE MONTHS ENDED JANUARY 31, 1999 VERSUS NINE MONTHS ENDED 
JANUARY 31, 1998

  Net sales decreased 32%.  The net sales of Torotel 
Products decreased 13% from $4,356,000 to $3,808,000 due to 
lower sales of the potted coil assembly for the Hellfire II 
missile system and lower overall magnetics sales.  In recent 
years, sales of the potted coil assembly have accounted for 
about 25% of Torotel Products' total sales; however, future 
sales of the potted coil assembly will be significantly 
lower and limited only to the number of Hellfire II missiles 
sold to foreign countries by the prime contractor(s).  As a 
result of this factor, plus the sluggish demand for 
magnetics products, lower sales are expected at Torotel 
Products.  OPT's net sales decreased nearly 51% from 
$4,763,000 to $2,357,000 due to lower sales of power 
supplies to a major customer, and lower overall magnetics 
sales arising from sluggish demand and the sale of the 
product line discussed in Note 11 of Notes to Consolidated 
Financial Statements.  In fiscal years 1997 and 1998, sales 
of power supplies to this major customer accounted for 48% 
and 29% of OPT's net sales, respectively.  No significant 
orders are expected from this customer at this time.  As 
discussed in Note 11 of Notes to Consolidated Financial 
Statements, OPT sold its ultra-miniature transformer and 
inductor product line.  Sales from this product line for the 
nine months ended January  31, 1999 and 1998, were 30% and 
20% of OPT's total net sales, respectively.  As a result of 
these two factors, plus the sluggish demand for its other 
magnetics products, OPT does not expect any significant 
increase in sales in the next few months.  OPT is premiering 
a line of SM Series Power Supplies, complete with 
computerized control, for the telecommunications and direct 
current systems market.  Initial customer feedback on this 
line has been very positive.  OPT hopes to see higher sales 
bookings in the fourth quarter of this fiscal year, with 
shipments beginning in fiscal year 2000.
  Gross profit as a percentage of net sales decreased 13%.  
The gross profit percentage of Torotel Products decreased 5% 
due primarily to negative labor variances from established 
standards.  In addition to better training efforts, Torotel 
Products is attempting to improve its direct labor 
performance by splitting its manufacturing operation into 
two segments.  The first group specializes in outsourced 
products while the second group handles the more complex 
products, which are built internally.  The gross profit 
percentage of OPT decreased 28% due primarily to negative 
labor variances from established standards and lower sales 
volume without a comparable decrease in fixed production 
costs.  The negative variances are primarily a result of 
start-up problems incurred in manufacturing the new power 
supplies.
  Engineering expenses increased 11%.  The engineering 
expenses of Torotel Products decreased 10% from $207,000 to 
$187,000 due primarily to a $9,000 decrease in payroll costs 
due to a reduction in personnel, an $8,000 decrease in 
equipment rental costs due to the purchase of the equipment, 
and a $3,000 decrease in education costs associated with a 
tuition reimbursement benefit.  The engineering expenses of 
OPT increased 23% from $374,000 to $459,000 due to a $48,000 
increase in consulting costs for testing and qualification 
efforts on new products, a $32,000 increase in payroll costs 
due to additional personnel for the new power supply 
products, and a $5,000 increase in equipment maintenance and 
repair costs.  Management anticipates lower engineering 
expenses during the next few months.
  Selling, general and administrative (SG&A) expenses 
decreased 4%.  The SG&A expenses of Torotel, Inc. increased 
80% from $178,000 to $321,000 due primarily to higher 
professional fees associated with the terminated merger 
agreement discussed in Note 10 of Notes to Consolidated 
Financial Statements.  The SG&A expenses of Torotel Products 
decreased 17% from $865,000 to $717,000 due primarily to a 
$95,000 decrease in professional fees due to the settlement 
of the litigation that was ongoing in the prior year, a 
$30,000 decrease in payroll costs due to a reduction in 
personnel, a $14,000 decrease in computer maintenance costs 
due to completing the conversion to OPT's computer system, 
and a $9,000 decrease in sales commissions due to lower 
sales volume.  The SG&A expenses of OPT decreased 10% from 
$730,000 to $657,000 due primarily to an $34,000 decrease in 
sales commissions due to lower sales volume, a $27,000 
decrease in payroll costs due to a reduction in personnel, 
an $8,000 decrease in equipment maintenance and repair 
costs, and a $4,000 decrease in travel costs.  Management 
anticipates lower SG&A expenses during the next few months.
  Interest expense increased nearly 21%.  The interest 
expense of Torotel, Inc. remained unchanged at $31,000.  The 
interest expense of Torotel Products increased 25% from 
$97,000 to $121,000 due to a higher aggregate borrowing 
level.  The interest expense of OPT increased 24% from 
$76,000 to $94,000 due to a higher aggregate borrowing 
level.
  Sundry non-operating income increased due to a $984,000 
gain from the product line sale discussed in Note 11 of 
Notes to Consolidated Financial Statements.  The nine-month 
period last year had a sundry non-operating expense of 
$71,000 which included a $70,000 charge for an estimated 
penalty as discussed in Note 6 of Notes to Consolidated 
Financial Statements.
  For the reasons discussed above, the consolidated pretax 
loss increased from $516,000 to $994,000.  The pretax loss 
of Torotel, Inc. increased from $209,000 to $352,000.  The 
pretax loss of Torotel Products increased from $121,000 to 
$243,000.  The pretax loss of OPT increased from $186,000 to 
$399,000.


THREE MONTHS ENDED JANUARY 31, 1999 VERSUS THREE MONTHS 
ENDED JANUARY 31, 1998

  Net sales decreased 39%.  The net sales of Torotel 
Products decreased nearly 30% from $1,322,000 to $931,000 
due to lower sales of the potted coil assembly for the 
Hellfire II missile system and lower overall magnetics 
sales.  In recent years, sales of the potted coil assembly 
have accounted for about 25% of Torotel Products' total 
sales; however, future sales of the potted coil assembly 
will be significantly lower and limited only to the number 
of Hellfire II missiles sold to foreign countries by the 
prime contractor(s).  As a result of this factor, plus the 
sluggish demand for its magnetics products, lower sales are 
expected at Torotel Products.  OPT's net sales decreased 49% 
from $1,155,000 to $585,000 due to lower sales of power 
supplies to a major customer, and lower overall magnetics 
sales arising from sluggish demand and the sale of the 
product line discussed in Note 11 of Notes to Consolidated 
Financial Statements.  In fiscal years 1997 and 1998, sales 
of power supplies to this major customer accounted for 48% 
and 29% of OPT's net sales, respectively.  No significant 
orders are expected from this customer at this time.  As 
discussed in Note 11 of Notes to Consolidated Financial 
Statements, OPT sold its ultra-miniature transformer and 
inductor product line in September 1998.  As a result, there 
were no sales from this product line for the three months 
ended January 31, 1999.  Sales from this product line for 
the three months ended January  31, 1998 were 26% of OPT's 
total net sales.  As a result of these two factors, plus the 
sluggish demand for its other magnetics products, OPT does 
not expect any significant increase in sales in the next few 
months.  OPT is premiering a line of SM Series Power 
Supplies, complete with computerized control, for the 
telecommunications and direct current systems market.  
Initial customer feedback on this line has been very 
positive.  OPT hopes to see higher sales bookings in the 
fourth quarter of this fiscal year, with shipments beginning 
in fiscal year 2000.
  Gross profit as a percentage of net sales decreased 15%.  
The gross profit percentage of Torotel Products decreased 
nearly 6% due primarily to higher material costs associated 
with the product mix.  The gross profit percentage of OPT 
decreased 30% due primarily to higher material costs 
associated with the product mix and lower sales volume 
without a comparable decrease in fixed production costs.
  Engineering expenses increased 24%.  The engineering 
expenses of Torotel Products decreased 8% from $66,000 to 
$61,000 due primarily to a $4,000 decrease in payroll costs 
due to a reduction in personnel and a $1,000 decrease in 
equipment rental costs due to the purchase of the equipment.  
The engineering expenses of OPT increased 41% from $119,000 
to $168,000 due primarily to a $39,000 increase in 
consulting costs for testing and qualification efforts on 
new products, a $4,000 increase in payroll costs due to 
additional personnel for the new power supply products, a 
$4,000 increase in small tools and supplies expenditures, 
and a $2,000 increase in recruiting costs.  Management 
anticipates lower engineering expenses during the next few 
months.
  Selling, general and administrative (SG&A) expenses 
increased 1%.  The SG&A expenses of Torotel, Inc. increased 
270% from $61,000 to $226,000 due primarily to higher 
professional fees associated with the terminated merger 
agreement discussed in Note 10 of Notes to Consolidated 
Financial Statements.  The SG&A expenses of Torotel Products 
decreased 37% from $309,000 to $194,000 due primarily to a 
$61,000 decrease in professional fees due to the settlement 
of the litigation that was ongoing in the prior year, a 
$28,000 decrease in payroll costs due to a reduction in 
personnel, a $7,000 decrease in computer maintenance costs 
due to completing the conversion to OPT's computer system, a 
$7,000 decrease in travel costs, a $6,000 decrease in bank 
charges associated with a mortgage refinancing in the prior 
year, and a $6,000 decrease in sales commissions due to 
lower sales volume.  The SG&A expenses of OPT decreased 19% 
from $238,000 to $192,000 due primarily to a $21,000 
decrease in payroll costs due to a reduction in personnel, 
an $11,000 decrease in advertising costs, a $10,000 decrease 
in sales commissions due to lower sales volume, and a $4,000 
decrease in travel costs.  Management anticipates lower SG&A 
expenses during the next few months.
  Interest expense increased nearly 9%.  The interest 
expense of Torotel, Inc. increased slightly from $10,000 to 
$11,000.  The interest expense of Torotel Products increased 
8% from $37,000 to $40,000 due to a higher aggregate 
borrowing level.  The interest expense of OPT increased 8% 
from $24,000 to $26,000 due to a higher aggregate borrowing 
level.
  For the reasons discussed above, consolidated pretax loss 
increased from a $392,000 to $852,000.  The pretax loss of 
Torotel, Inc. increased from $71,000 to $237,000.  The 
pretax loss of Torotel Products increased from $131,000 to 
$148,000.  The pretax loss of OPT increased from $190,000 to 
$467,000.


LIQUIDITY AND CAPITAL RESOURCES

  Historically, the company has relied on funds generated 
internally and bank borrowings to meet its normal operating 
requirements and to service bank indebtedness.  For the 
fiscal year ended April 30, 1998, the company incurred a 
pretax loss of $1,295,000.  For the nine months ended 
January 31, 1999, the company incurred an additional 
operating loss of $1,978,000; however, this loss was offset 
partially by the $984,000 gain from the product line sale 
discussed in Note 11 of Notes to Consolidated Financial 
Statements.  Management does not anticipate any significant 
increase in the present rate of sales during the next few 
months.  As a result, management will be evaluating various 
alternatives for minimizing future operating losses and 
improving its liquidity position.  As of January 31, 1999, 
the company was in violation of three financial covenants 
under the terms of its credit agreement with PNBT (see Note 
5 of Notes to Consolidated Financial Statements); however, 
the bank has waived compliance with the subject provisions 
through April 30, 1999, which is the expiration date of the 
credit line.  If the bank does not renew the credit line, it 
could affect the company's ability to continue as a going 
concern (see Note 2 of Notes to Consolidated Financial 
Statements).
  During the nine months ended January 31, 1999, the 
company's operating activities used $871,000 in cash flow.  
Corporate related matters used $303,000.  The operations of 
Torotel Products provided $621,000 due primarily to lower 
levels of receivables and inventories.  OPT's operations 
used $1,189,000 due primarily to the losses from operations.
  Investing activities provided $1,194,000 in cash flow due 
to the product line sale discussed in Note 11 of Notes to 
Consolidated Financial Statements.  For the nine months 
ended January 31, 1999, capital expenditures for production 
and engineering equipment were $56,000.  For the balance of 
the fiscal year, the company anticipates minimal investments 
for capital expenditures.
  Financing activities used $58,000 in cash flow due 
primarily to decreases in long-term debt.  At January 31, 
1999, the company had used all of its revolving credit line.
  The company believes that inflation will have only a 
minimal effect on future operations since such effects will 
be offset by sales price increases which are not expected to 
have a significant effect upon demand.


YEAR 2000 READINESS

  Management is presently assessing both operating companies 
for their Year 2000 readiness.  Extensive testing has been 
performed on the main operating system and its software 
applications (which serves both operating companies), and it 
has been determined that both hardware and software are Year 
2000 compliant.
Both operations are in the process of polling significant 
suppliers and customers to determine the extent to which 
either operation is vulnerable to those third parties' 
failure to remediate their own Year 2000 issues.  In 
addition, various equipment is being tested to verify its 
Year 2000 functionality.  These assessments should be 
completed no later than August 1999.
  The company has not incurred any external costs for its 
Year 2000 readiness reviews and assessments.  Internal costs 
have not been tracked separately; however, these costs have 
been (and should continue to be) minimal, and have been 
limited to the related payroll costs for its Director of MIS 
and postage for the mailing of questionnaires to suppliers 
and customers.
  A most reasonably likely worst case Year 2000 scenario is 
not known at this time.  The company believes all necessary 
steps are being taken to assure a smooth transition to the 
Year 2000.  While the company has no reason to believe that 
there will be any undue disruptions of goods or services, 
there is no guarantee that the systems of major suppliers 
and customers will be timely converted (even if their 
completed questionnaires indicate they are, or will be, Year 
2000 compliant) and would not have a material adverse effect 
on the company. 
  The company has not completed a contingency plan and nor 
does it intend to unless the assessment process uncovers 
potential problems.


OTHER

  Except for historical information contained herein, 
certain of the matters discussed above are forward-looking 
statements within the meaning of the Private Securities 
Litigation Reform Act of 1995, and are subject to the safe 
harbor created by that Act.  These statements are based on 
assumptions about a number of important factors and involve 
risks and uncertainties that could cause actual results to 
be different from what is stated here.  These risk factors 
include: decreased demand for products, delays in developing 
new products, expected orders that do not occur, loss of key 
customers, the DOD calling for payment of the accrued 
penalty and assessing additional fees, the impact of 
competition and price erosion as well as supply and 
manufacturing constraints, and other risks and 
uncertainties.

                  PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

There is one legal proceeding involving the company.  On May 
6, 1997, Torotel Products, Inc. was accepted into the 
Voluntary Disclosure Program by the Inspector General of the 
United States Department of Defense, resulting from its 
failure to perform some required testing as frequently as 
required, and inaccurately certifying that all required 
testing had been performed.  As a result of the company's 
investigation into the testing deficiencies, the company has 
recorded an estimated charge of $486,000 against earnings.  
The company's investigation included a review of historical 
sales and pricing data, labor bid sheets, and interviews 
with past and present employees, to arrive at a best 
estimate of the cost impact to the government.  The 
aggregate amount of the estimated penalty is still subject 
to fluctuation until the government completes its 
investigation, and a definitive amount is determined.  The 
company believes the methodology it used to determine the 
amount of the estimate is reasonable.  As a result, the 
amount of any additional charges (or the possible range of 
any fluctuation in the estimated penalty) cannot be 
estimated at this time.
The company believes that certain of its former officers may 
have been responsible for the misconduct related to the test 
failures, and will evaluate ways of recovering the damages 
once the government completes its investigation.  In the 
meantime, the company has suspended all payments under a 
note payable to a former officer.


Item 6.   Exhibits and Reports on Form 8-K

a)  Exhibit 27 -- Financial Data Schedule (electronic 
filings only)
b)  Reports on Form 8-K -- There was one report filed on 
Form 8-K during the three months ended January 31, 1999.  
The report was dated December 1, 1998, and included 
information on the definitive merger agreement with 
Electronika, Inc., as required by Item 5 of Form 8-K.

                     SIGNATURES


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


Torotel, Inc.
(Registrant)




Date:   March 15, 1999    /s/  H. James Serrone            
                          H. James Serrone
                          Vice President of Finance and 
                          Chief Financial Officer