SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549

                            FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarter Ended: May 31, 1999
                 Commission File Number: 0-7568

                    TOTH ALUMINUM CORPORATION
     (Exact name of registrant as specified in its charter)

           LOUISIANA                        72-0646580
(State or other jurisdiction of    (I.R.S. Employer Identification
 incorporation or organization)               Number)

           HIGHWAY 18 - RIVER ROAD, VACHERIE, LA 70090
      (Address of principal executive offices)   (Zip code)

Registrant's telephone number, including area code: (225) 265-8181

   Securities registered pursuant to Section 12(b) of the Act:

                              NONE
                      (Title of each class)

   Securities registered pursuant to Section 12(g) of the Act:

                 COMMON STOCK, WITHOUT PAR VALUE
                        (Title of class)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or for such shorter periods that the registrant was required  to
file   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days: Yes  X    No

Indicate  the  number  of  shares  outstanding  of  each  of  the
registrant's   classes  of  common  stock,  as  of   the   latest
practicable date:

Common stock, without par value                   35,466,193
        Class                             Outstanding at May 31, 1999




                    TOTH ALUMINUM CORPORATION


                       INDEX TO FORM 10-Q

               For The Quarter Ended May 31, 1999



                                                           Page

Part I  Financial Information

        Balance Sheets - May 31, 1999
        and August 31, 1998..............................

        Statements of Operations - Nine Months
        Ended May 31, 1999 and May 31,1998...............

        Statements of Cash Flows - Nine Months
        Ended May 31, 1999 and May 31, 1998..............

        Notes to Financial
           statements....................................

        Management's Discussion and Analysis
        of the Financial Conditions and Results
        Of Operations....................................

Part II   Other Information..............................









<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS (UNAUDITED)

                                            MAY 31,     AUGUST 31,
                                              1999         1998
<S>                                        <C>          <C>
ASSETS

CURRENT ASSETS:
Cash ...............................             378         918
Accounts receivable-other...........             -           -
Total current assets................             378         918


OTHER ASSETS:

Property, Plant and
Equipment - Net.....................          25,900      58,450

Investments in and Advances
      to Armant Partnership.........          25,854      45,354
Patents and Patent Rights (Net of
      accumulated amortization......             110         320

Total Other Assets..................          51,864     107,124


TOTAL ASSETS........................       $  52,242  $  108,042





                                              MAY 31,   AUGUST 31,
                                               1999        1998
LIABILITIES

CURRENT LIABILITIES:
Notes payable-related parties.......       $  23,100    $  23,100
Notes payable-bank..................              -            -
Notes payable-other.................         300,000      300,000
Accounts payable:
     Trade .........................         547,700      498,300
     Officers and employees.........         435,600      357,491
Accrued salaries....................       2,541,495    2,246,955
Accrued expenses....................         310,400      243,000
Accrued interest payable............       2,599,209    1,855,552
Total current liabilities...........       6,757,504    5,524,398

DEFERRED CREDIT.....................             -            -


Series AA-1" Convertible Promissory Note(1)
Related Parties
     Principal......................       7,398,265     7,398,265
     Accrued Interest Payable.......       6,624,681     5,958,838
Non-Related Parties
     Principal......................       5,978,421     5,978,421
     Accrued Interest Payable.......       5,796,830     5,258,773
Total Series "A-1" Notes............      25,798,197    24,594,297


CONVERTIBLE DEBENTURES PAYABLE
     (net of discounts, commissions,
     and offering costs of $1,563)..          20,437        20,437

STOCKHOLDERS' EQUITY:
Common stock - no par value.........      38,258,096    38,258,096
Common stock subscribed.............          20,000        20,000
Paid in capital.....................         164,774       164,774
Deficit accumulated during the
     development stage..............     (70,966,766)  (68,473,960)
Total stockholders' equity..........     (32,523,896)  (30,031,090)


TOTAL LIABILITIES...................      $   52,242   $   108,042
</TABLE>

<TABLE>
TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
                                                                        From
                           Three Months Ended     Nine Months Ended   Inception
                             May        May        May         May     To May
                             31,        31,         31,        31,       31,
                            1999       1998        1999       1998      1999
<S>                      <C>        <C>         <C>       <C>        <C>

COSTS AND EXPENSES:
Research and
     Development........ $  4,440   $  3,750    $ 11,850  $   9,600  $ 7,744,810

Promotional, general and
     administrative.....  180,965     77,600     518,584    251,420   164782,822

Interest................  662,519    991,362   1,947,557  2,341,180   16,608,582
   Total................  839,118  1,072,712   2,477,991  2,602,200   40,823,408


OTHER (INCOME) EXPENSE:
Loss in Investment and
     advances to
     Armant............     4,600     12,832      27,000     38,850   17,446,213

Equity in loss of
     Armant............     7,800     27,841      35,162     92,821   12,688,339

NET LOSS............... $ 851,518 $1,113,385  $2,540,153 $2,733,871  $70,966,766

Loss Per Common Share..     $.02       $.03        $.07       $.08

</TABLE>

See notes to financial statements.

TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS

<TABLE>
                                        Nine Months Ended      From Inception
                                       May 31,      May 31,      To May 31,
                                        1999           1998          1999

<S>                                  <C>            <C>           <C>
OPERATING ACTIVITIES

NET LOSS..........................  ($2,540,153)   ($2,733,871)  ($70,966,766)

ADJUSTMENTS TO RECONCILE NET
INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:

Depreciation and
     amortization.................       19,500        23,540       1,186,025
Amortization and write
     off of patents...............          210           590         440,768
Amortization of prepaid leases....                                    302,424
Amortization of Financing.........                                     95,000
Loss on divestiture
     of Subsidiaries..............                                    912,586
Losses from joint venture.........       35,432        92,821      11,176,055
Other.............................                                    111,616
Proceeds from royalty
     Prepayments..................                                    172,760
Prepayment of Leases..............                                    (16,104)
Disposition of Property,
     Plant, and Equipment.........                                     27,745


CHANGES IN OPERATING ASSETS
 AND LIABILITIES:
Increase in accounts
     receivable...................                                          0
Decrease (Increase) in
     prepaid expenses.............           -             -          (27,371)
Increase in accounts payable and
     accrued expenses.............    1,233,106        538,380     14,591,912
Increase in notes payable.........    1,241,965      2,055,752     21,468,826
                                         (9,940)       (22,788)  ($20,524,524)



TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS - (Continued)


                                          Nine Months Ended      From Inception
                                         May 31,        May 31,      May 31,
                                          1999           1998         1999

INVESTING ACTIVITIES:
Purchase of property,
     plant and equipment...........                    (13,307)   ($1,159,046)
Acquisition of patents.............          -              -        (443,375)
Investment of Certificate
     of Deposit....................                                (3,995,000)
Cash investment in and
     Advances to TACMA.............                                (1,076,595)
Cash investments in and
     Advances to Armant............     (17,600)        (3,700)   (20,785,927)
Write off of Investment and Cash
     advances to Armant............      27,000         38,850     17,122,172
Redemption of Certificates
     of Deposit....................                                 3,995,000
Proceeds from sale of net
     Profit interest...............                              $     50,000
                                          9,400         22,966     (6,292,771)

FINANCING ACTIVITIES:
Stock issued or subscribed
     for cash......................                                18,481,076
Preferred stock issued for cash....                                   266,400
Proceeds from long term
     Obligations...................                                 1,430,349
Proceeds from warrants
     Issued for cash...............                                 6,236,507
Common stock issuance cost.........                                  (166,550)
Issuance of convertible
     Debentures....................                                 1,913,963
Cash received upon Conversion
     of debentures to
     Common Stock..................                                   112,999
Payment of Long term
     Obligations...................                                (1,457,071)
                                            -              -       26,817,673

INCREASE (DECREASE) IN CASH........       (540)          (473)            378
CASH BEGINNING OF PERIOD...........        918            651
CASH END OF PERIOD.................   $    378       $    178             378


See notes to financial statements

</TABLE>

TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS

1.   In  the  opinion  of  management,  the  accompanying  condensed
financial  statements contain all adjustments  (consisting  only  of
normal  recurring  adjustments)  necessary  to  present  fairly  the
financial  position of Toth Aluminum Corporation  (the  Company)  as
of  May  31, 1999, and the results of its operations and changes  in
financial position for the three months then ended.

    The   accounting  policies  followed  by  the  Company  are  set
forth  in  Note 1 to the Company's financial statements in Form  10-
K, dated August 31, 1998.

2.   The  accompanying  financial statements  of  the  Company  have
been  prepared  on  a  going concern basis, which  contemplates  the
realization  of  assets and the satisfaction of liabilities  in  the
normal  course  of  business.  The Company has incurred  net  losses
from  its  inception  in  August 1966  through  May  31,  1999,  and
August  31,  1998,  of  $70,966,766 and  $68,473,960,  respectively.
Although   the   Company's  investees  (TACMA   and   Armant)   have
constructed  facilities  that  will employ  the  Company's  patented
processes,  TACMA  has  been inactive and Armant  has  not  achieved
continuous   commercial  production.   The  Company  has  determined
that  the  operating  plant of each investee  will  require  further
modifications  before commercial production can  be  achieved.


    The  Company's  continuation  in  existence  is  dependent  upon
its   ability  to  generate  sufficient  cash  flow  to   meet   its
continuing  obligations on a timely basis,  to  fund  the  operating
and  capital  needs, and to obtain additional  financing as may be
required,  and  ultimately to  attain  successful operations. Should
the  Company  be  unable to obtain  a joint venture partner(s),  it
may  experience   significant  difficulty.   These  factors,  among
others,  may  indicate that the Company will be unable  to  continue
in   existence.   The  financial  statements  do  not  include   any
adjustments  relating  to the recoverability and  classification  of
recorded   asset  amounts  or  the  amount  and  classification   of
liabilities  that  might be necessary should the Company  be  unable
to continue in existence.

3.   The  Company  has  historically maintained investments  in  two
affiliates,  TACMA  and  Armant. The  Company  applies  the   equity
method   of   accounting  for  its  investment   in   Armant.    The
collectibility  of  the  advances  to  and  the  recovery   of   the
investment   depends   upon  the  affiliate   achieving   successful
commercial  operations.   The  investment  in  TACMA  was   expensed
during 1988.

Armant

    The   Company  is  general  partner  in  a  limited  partnership
(Armant)   formed  in  1982  to  construct  and  operate   a   metal
chlorides  plant  in Vacherie, Louisiana. The plant,  which  through
August  31,  1989, has cost approximately $23 million to  construct,
has  been  built on land (the Armant site) owned by Empresas  Lince,
S.A.,  (ELSA),  a  Central  American  corporation  controlled  by  a
former member of the Company's Board of Directors.

    Under  the  terms  of  the original partnership  agreement,  the
Company  was  to  have a 50% ownership interest in the  partnership.
In  March  1983,  the partnership agreement was revised  to  provide
the  Company  a  2% ownership interest and under a separate  license
agreement,  a  royalty payment based on net positive  cash  flow  of
the   partnership.   The  license  agreement  provides  for  royalty
payments  to  the Company equal to 28.6% of net positive  cash  flow
until  each  limited  partnership  unit  has  received  $160,000  in
cash,  at  which  time  royalty payments  increase  to  49%  of  net
positive cash flow.

    The  Company's  capital  contribution  to  Armant  consisted  of
certain  improvements  to  the property, a  non-exclusive  licensing
agreement    providing   for   Armant's   use   of   the   Company's
carbo-chlorination  processes  for producing  metal  chlorides,  and
prepaid leases as described in Note 4.

    Contributions  to  Armant  by  the  limited  partners,  on   the
basis  of  a  single limited partnership unit, consisted of  $25,000
in  initial  cash  deposits, $75,000 in cash to  be  paid  in  equal
monthly  installments  of  $5,000 and either  a  $60,000  letter  of
credit  or  the  purchase  of $60,000 of  the  Company's  restricted
common   stock.    Armant   has  received  subscriptions   for   all
thirty-five  limited  partnership  units.   At  August   31,   1984,
Armant    had   received   cash   contributions   of   approximately
$3,459,000.   The  Chairman  of  the Company's  Board  of  Directors
holds fifteen of the thirty-five units.

    During   November  1984,  the  Company  loaned   $3,995,000   to
Armant,  resulting  in  the  Company now having  a  receivable  from
Armant  in  the amount of $3,995,000 bearing interest at  13.5%  per
annum.   As  of  August  31, 1989 the Company  had  made  additional
cash  advances  to  the  Armant  Partnership  totaling  $17,409,000,
bearing   interest  at  12%  per  annum.   The  Company   has   also
liquidated   $240,000  of  Armant's  notes  payable   plus   accrued
interest  due  to  a  corporation controlled  by  a  member  of  the
Company's  Board  of  Directors by issuing  240,000  shares  of  the
Company's  restricted  common  stock.   As  a  result  the   Company
recorded  a  receivable from Armant of $276,000 bearing interest  at
12%  per  annum.   The  Company had additional non-interest  bearing
receivables  from  Armant totaling $173,000 which were  incurred  in
fiscal  1984,  resulting  from billing under  a  service  agreement.
Subsequent   to   that  date  all  costs,  including   general   and
administrative  cost,  incurred  by  the  Company  related  to   the
construction   and  operation  of  the  Armant  Plant,   have   been
absorbed  by  the Company and expensed as incurred.

    The  initial  phase  of  construction of the  Armant  Plant  was
completed  in  December 1983.  Since that time, numerous  test  runs
have  been  performed in an effort to achieve continuous  commercial
production  of  market  grade metal chlorides.   Subsequent  to  the
Company's   1986  fiscal  year  end,  Armant  determined  additional
funding   would  be  required  to  sustain  successful   operations.
Therefore,  because  of  unexpected  construction  delays  and   the
continued  lack  of  commercial production at  Armant,  the  Company
elected  to  discontinue  accruing interest  income  on  the  Armant
receivable  and  reversed,  in the fourth  quarter  of  fiscal  year
1986,   all   interest  income  previously  accrued  which   totaled
$1,164,000 of which $551,000 was accrued through August 31, 1986.

    Further,  Armant  elected  to  discontinue  capitalizing   plant
start-up  costs. The net loss recognized by Armant during  the  year
ended  August  31,  1987,  which primarily resulted  from  expensing
start-up  costs,  was  first  allocated  to  the  partners'   equity
accounts  based  upon their respective percentage interests  in  the
total  partnership  equity.  To the extent that this  loss  exceeded
the  total  limited  partners' equity, all  additional  losses  were
allocated  to  the  Company's equity interest  in  the  partnership,
since  the  Company  is  the sole general  partner  in  the  limited
partnership  and  is  at  risk  for these  losses  in  the  form  of
advances to Armant.

    After  an  extensive  revaluation  of  the  Armant  Partnership,
Management  determined that the cost capitalized and  deferred  must
be  written  down  in accordance with Generally Accepted  Accounting
Practices.   Costs capitalized and deferred by Armant consisted of
the following:


                                              May 31,      August 31,
                                               1999            1998
Direct carbo-chlorination plant costs:
    Process equipment..................  $  1,900,000     $ 2,950,000
    Leasehold improvements.............        52,000          72,000
                                            1,952,000       3,022,000
Self-construction and start-up costs:
  Salaries:
    Engineering........................        21,000          40,000
     Plant construction and
        operations.....................       510,000         702,000
     Indirect labor and overhead.......        24,000          35,000
                                              555,000         777,000

                                         $  2,507,000     $ 6,528,000



    Presented   below   is  summarized  financial   information   of
Armant.    Beginning   September  1,  1986,    Armant   elected   to
discontinue  capitalizing costs not directly associated  with  plant
construction.     Further,    Armant    elected    to    discontinue
capitalizing  interest  costs  in 1988  and  reversed  all  interest
costs  that  had  been capitalized in 1988.  Prior to  September  1,
1986,  all  costs  were  capitalized and deferred.

                                              May 31,      August 31,
                                               1999           1998
Assets:
     Plant and equipment..............    $ 2,473,000    $  3,799,000
     Other............................         80,000         100,000

     Total............................    $ 2,553,000    $  3,899,000

Liabilities and Equity:
   Notes payable - Toth Aluminum
       Corporation....................    $ 3,640,000    $  7,087,000
     Payables - Toth Aluminum Corp....     17,240,000      16,970,000
          Other payables..............        780,000         710,000

     Equity - Toth Aluminum
          Corporation.................    (18,312,000)    (18,508,000)
           - Other....................        (13,000)        (13,000)
                                          (18,327,000)    (18,521,000)

       Total..........................    $ 2,553,000    $  3,899,000


                                                 Nine Months Ended
                                               May 31,        May 31,
                                                1999           1998
Statement of Plant Expenses
     Write down of
           Capitalized costs..........                          8,000
     Direct plant costs...............         26,000          18,000
     Interest expense.................        229,000         155,000
     General and
           administrative costs.......         57,000          66,000
 Net loss                                 $   312,000      $  247,000



                                             May 31,       August 31,
                                              1999            1998
Payable to and Equity of Toth Aluminum
     Corporation:
   Notes  payable......................  $ 19,970,000    $ 19,842,000
    Payables...........................     4,750,000       5,240,000
  Beginning equity of the Company......    (5,560,000)     (5,560,000)
       Less:  Loss from Armant.........   (11,053,000)    (11,650,000)
       Affiliates interest:
        Capitalized by Armant, but
         not accrued by the Company....    (5,620,000)     (5,620,000)
        Expensed by Armant, but not
           accrued by the Company......    (2,513,000)     (2,310,000)
   Investment in and advances to
        Armant.........................   $    26,000     $    58,000


4.    Notes  payable  consisted  of  the  following:

                                              May 31,      August 31,
                                               1999            1998
Notes payable to bank, collateralized
      (A): At 12%......................    $      -        $      -
Demand notes payable to related
      parties, unsecured At 12%........        23,100          23,100
Notes payable to other parties,
     secured (A) At 12%................       300,000         300,000
Series AA-1" Convertible
  Promissory Notes
     Payable to related parties........     7,398,265       7,398,265
     Payable to others.................     5,978,421       5,978,421
                                           13,376,686      13,376,686

Total..................................  $ 13,699,786      13,699,786

    A)  Collateralized by a pledge of personal  assets  owned  by
the Company's Chairman of the Board.

5.  The financial statements are summarized and reference is made
to  the "NOTES TO FINANCIAL STATEMENTS" included in the Company's
Annual  Report on Form 10-K for the fiscal year ended August  31,
1998, as filed with the Securities and Exchange Commission.

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

Liquidity and Capital Resources

    During  the  nine  months ended May 31,  1999, total  assets
decreased  to  $52,242 from $108,042  at  August 31,  1998,  and
current assets decreased  from $918 to $378.     The decrease in
total  assets is the results of the Company's decision to  write
down  an  additional  $52,050 in  capitalized  cost  carried  by
Armant   Limited  Partnership.   This  write down  reduced   the
Company's Investments in and Advances to  Armant from $45,354 as
of   August   31,  1998  to   25,854  on  May  31,  1999.    The
recoverability of the Company's investment in  and  advances  to
Armant  of  $25,854  is  dependent  on  the  Armant  Partnership
achieving   and sustaining  sufficiently  profitable  commercial
operations (see note 3 of Notes to Financial Statements).  Total
liabilities, including  the Series "A-1" Convertible  Promissory
Note, increased from $30,139,132 to $32,576,138 during the  same
period.

Working Capital Meeting Operating Needs and Commitments

    From  inception,  the  Company has sustained  its  operations
primarily through funds provided by private placements and public
offerings  of  its  common  stock.  Due  to  the  length  of  its
development  stage  activities,  liquidity  has  always  been   a
continuing concern.  The Company has incurred net losses from its
inception   in  1966  through  May  31,  1999,  of  approximately
$70,966,766.  Although the Company's investees (Armant and TACMA)
have  constructed  facilities that employ the Company's  patented
processes,   Armant   has  not  achieved  continuous   commercial
production, and the commercial viability of the processes has not
been demonstrated.  TACMA has not commenced commercial production
and no such activities are currently planned.  The recoverability
of  the  Company's  investments in and  advances  to  Armant,  is
dependent  on Armant achieving sufficiently profitable commercial
operations.  These factors, among others, may indicate  that  the
Company  will be unable to continue in existence.  The  financial
statements  do  not  include  any  adjustments  relating  to  the
recoverability  and classification of recorded asset  amounts  or
the  amount  and  classification of  liabilities  that  might  be
necessary  should the Company be unable to continue in existence.
The  Company's  continuation in existence is dependent  upon  its
ability  to  generate sufficient cash flow to meet its continuing
obligations on a timely basis, to obtain additional financing  as
may  be required, and ultimately to attain successful operations.
Management  believes that the plants constructed  by  Armant  and
TACMA  demonstrate  that the production of  metal  chlorides  and
aluminum  intermediates through the Company's patented  processes
is  possible.  Further, the planned expansion of the Armant Plant
should  enable it to achieve continuous production of alumina  as
well  as  metal  chlorides.  Management believes that  continuous
production  capabilities should enable it  to  attain  successful
operations. This will not occur at the TACMA facility unless  and
until the Company directs its efforts and resources toward TACMA.
No such activities are currently planned at TACMA.

Immediate Development Plans

     The  Company's intention in the near-term is  to  focus  its
efforts  and  resources on completing a project to  commercialize
the Clay-to-Aluminum  Process be undertaken in two steps.

     In  the  first step, which TAC has designated Phase  1,  TAC
proposes that a semi-commercial demonstration plant be built  and
operated.   Operation of this semi-commercial plant  will  permit
engineers  to  fine  tune  the  design  of  the  subsequent  full
commercial facility in Phase 2.  Equally important, the  Phase  1
plant  will  provide a hands-on training facility for  commercial
plant staff.  Phase 2 of the project will comprise the design and
construction  of a full scale commercial Clay-to-Aluminum  plant.
Cost  of  Phase 1 is estimated to be $45 million and the cost  of
Phase 2 will be determined after Phase 1 has been completed.

     There will be two principal goals in executing Phase 1.  The
first  goal  is to refine TAC's clay chlorination procedures  for
implementation  in  commercial production  facilities.   TAC  has
already  developed these procedures to an advanced stage  in  its
pilot  plant, but the design of that pilot plant did  not  permit
long   duration,  continuous  operation  runs.    Refinement   of
procedures   will  permit  confident  scale-up  to   full   scale
commercial plant capacity.

     The  second  goal will be generation of refined designs  for
full  scale commercial smelting cells.  This will be accomplished
by  constructing  and operating a complete ACS smelting  facility
which will consume a portion of the aluminum chloride produced in
clay chlorination.  The balance of production will be marketed as
high  purity anhydrous aluminum chloride to generate revenues  to
help  defray plant operating costs.  Smelting specialists foresee
rapid development of a final design for commercial cells in Phase
1, and anticipate that this will consume nine to twelve months of
development time.

     The  project  will  start as soon as  TAC  has  secured  the
financing   for   Phase  1.   Initial  tasks  includes   detailed
engineering  design of clay chlorination and smelting facilities,
and  the  selection of a suitable plant site.  Construction  will
begin with site preparation, approximately nine months after  the
project start.  After an initial run up period, the Phase 1 plant
is  expected to reach full design capacity within 36 months after
project start.

     After confirmation of the economic viability of the Clay-to-
Aluminum  Process,  work will begin on the second  phase  of  the
project,  namely  the design, construction  and  operation  of  a
commercial Clay-to-Aluminum plant.  TAC proposes that  a  modular
design  concept  be adopted for Phase 2, such that  the  eventual
full  scale  commercial plant will consist of a set of  duplicate
plant  modules,  operating in parallel.  TAC estimates  that  the
first  plant module will be completed in the seventh year of  the
project,  with  additional  modules constructed  in  parallel  in
subsequent years.


Disclosure of Year 2000 Issues

       The  Company is engaged in the commercialization  of  its
     patented carbo-chlorination processes for the production of
     aluminum,   alumina   and  aluminum  trichloride,   silicon
     tetrachloride,  titanium  tetrachloride.   At  present  the
     company  has no ongoing manufacturing operation,  therefore
     no  revenues are derived from its operation.  Recent market
     surveys  indicate a continued growth and demand  for  these
     products beyond the year 2000.

       Management has conducted an extensive assessment  of  the
     Year  2000  issues,  and has concluded  there  will  be  no
     material effects on the company's business, there  will  be
     no material effects on the results of operations, and there
     will be no material effects on its financial condition.

       The  Company is in a 100% state of readiness for the year
     2000.   The Company has conducted extensive testing of  its
     computer and other date related systems, and has determined
     that  nearly  all are year 2000 complainant. Those  systems
     which  are  not year 2000 complainant, have been discarded.
     Furthermore, the Company has conducted an informal surveyed
     on  its  utility  companies,  telephone  company,  and  its
     banking   institutions  to  verify  they  are   year   2000
     complainant as well.

       The  Company  anticipates little to no ill  effects  from
     the  Year  2000.  The demand for its products  continue  to
     grow,  thereby  making  the prospects  of  a  future  joint
     venture very pausable.   The worst case scenario, would  be
     a total collapse of the US Capital Markets where by funding
     for  the  Company's future commercialization of its process
     could not be achieved.

       The  Company has prepared a contingency plan in the event
     of  a disruption in its ability to continue funding of  its
     ongoing  operation.  The  Company has  secured  a  personal
     commitment for its operating capital needs. However, in the
     event  of a major disruption of the Financial Markets,  the
     Company's continued existing would be in doubt.


Results of Operations

    The  Company  had  no  operating  revenues and  reported  net
losses.   The  Company  is  considered  to be a development stage
enterprise;  start-up activities have commenced,  but the Company
has received no revenue therefrom.

    The net  loss  for  the nine  months ended May 31, 1999,  was
$2,540,153 compared to $2,733,871 for the corresponding period in
1998.   During the  nine month period  ending  May 31, 1999,  the
company  continues  to write  down a  significant  amount  of its
investment in the Armant Partnership which affected its net loss.

    The initial phase  of  construction  of the  Armant Plant was
completed in December, 1983.  Since that time, numerous test runs
have been performed in an effort to achieve continuous commercial
production  of  market grade metal chlorides.   Subsequent to the
Company's  1986  fiscal  year  end,  Armant determined additional
funding  would  be  required  to  sustain  successful operations.
Therefore,  because  of  unexpected  construction  delays and the
continued  lack  of  commercial  production,  Armant  elected  to
discontinue  capitalizing  plant  start-up  costs as of August 31,
1986.   The net loss recognized by Armant during the three months
ended November 30, 1987, resulted primarily from expensing start-
up costs.   The  net  loss  recognized  by Armant during the year
ended  August 31, 1987,  was  first  allocated  to  the partners'
equity accounts based upon their respective percentage  interests
in the total  partnership  equity.   To the extent that this loss
exceeded  the  total partners' equity, all additional losses were
allocated  to  the  Company's equity interest in the partnership,
since  the  Company is the  sole  general  partner in the limited
partnership  and  is  at  risk  for  these  losses in the form of
advances to Armant.   The  Company's equity in the loss of Armant
for  the  nine  months  ended  May 31,1999,  was $27,841,   which
was  a  result  of  Armant  losses in excess of total partnership
equity  and  was  recorded  as  a reduction  in investment in and
advances to Armant.


PART II.  Other Information


Item 1.  Legal Proceedings

    See  Item  10 of the Company's Form 10-K for the  year  ended
August 31, 1998, concerning legal proceedings.


Item 6.  Exhibits and reports on Form 8.

    On May 17, 1999, the Company filed a Form 8-k notifing the SEC
of its Year 2000 readiness. The text of which is included in  this
filing under the Management's Discussion and Analysis of Financial
Condition and Results of Operation.
                           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.




TOTH ALUMINUM CORPORATION
(Registrant)








BY: Charles E. Toth                     Date: July 15, 1999
    Charles E. Toth
    Treasurer






BY: Charles Toth                        Date: July 15, 1999
    Charles Toth
    Chairman of the Board of Directors
    Chief Executive Officer