UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                 FORM 10-Q


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

For the quarterly period ended September 30, 1998

                                      OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
_____ EXCHANGE ACT OF 1934


For the transition period from                     to                         
 


Commission File No. 0-3108   


                                   TRION, INC.                             
             (Exact name of registrant as specified in its charter)


        Pennsylvania                                     25-0922753           
(State of other jurisdiction of                     (I.R.S. Employer    
 incorporation or organization)                      Identification No.)


P.O. Box 760, 101 McNeill Road, Sanford, North Carolina   27331-0760       
     (Address of principal executive offices)             (Zip Code)
     (Registrant's telephone number, including area code) 919-775-2201

                               Not Applicable                              
                   (Former name, former address and former 
                  fiscal year, if changed since last report)


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 and Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.      

                             Yes  X    No    

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock as of November 14, 1998.    

7,149,247 shares of Common Stock, par value $.50





<p>-1-
               

<TABLE>
Part I

Item 1.  Financial Statements



                          TRION, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (Unaudited)
                    (In thousands, except per share amounts)

<CAPTION>
                                         Nine Months          Three Months
                                     Ended September 30    Ended September 30  
                                      1998        1997      1998        1997   
<S>                                 <C>         <C>       <C>         <C>                   
Net sales . . . . . . . . . . . . . $ 42,938    $ 47,037  $ 12,347    $ 15,708

Cost and expenses:
   Cost of products sold  . . . . .   28,021      31,545     8,265      10,422
   Selling, administration
     and engineering expenses . . .   13,041      13,017     4,141       4,334
   Litigation Settlement and
     other non-recurring charges. .    3,973          -        873          -
   Interest . . . . . . . . . . . .      622         738       221         263 
   Amortization . . . . . . . . . .      258         258        86          86
   Other expense (income), net. . .     (123)        (69)      (39)        (36) 
                                      45,792      45,489    13,547      15,069

Income (loss) before income taxes .   (2,854)      1,548    (1,200)        639
Income tax expense (benefit). . . .   (1,138)        507      (456)        105

Net income (loss) for the period. .  $(1,716)    $ 1,041   $  (744)    $   534         


                       
Earnings (loss) per share of common
    stock - basic . . . . . . . . .  $ (0.24)    $  0.15   $ (0.10)    $  0.08

Earnings (loss) per share of common
    stock - assuming dilution . . .  $ (0.24)    $  0.15   $ (0.10)    $  0.08



Cash dividends declared 
    per common share. . . . . . . .  $  0.02     $  0.06   $  0.00     $  0.02





See notes to consolidated condensed financial statements 
</TABLE>


  
<p>                                   -2-

<TABLE>

                         TRION, INC. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                (In thousands)
<CAPTION>
                                   ASSETS
                                                   September 30  December 31
                                                    _  1998* _    _  1997    
<S>                                                   <C>         <C> 
CURRENT ASSETS     
   Cash . . . . . . . . . . . . . . . . . . . . .     $ 1,640     $ 2,979 
   Trade accounts receivable, less allowance
     for doubtful accounts (1998 - $296,000 and
     1997 - $454,000) . . . . . . . . . . . . . .       8,241      11,815
   Inventories  . . . . . . . . . . . . . . . . .      10,373       9,228
   Prepaid expenses and other current assets  . .         305         536
   Refundable income taxes. . . . . . . . . . . .       1,470          -
   Deferred current income taxes  . . . . . . . .          97         163 
      Total current assets  . . . . . . . . . . .      22,126      24,721

PROPERTY, PLANT AND EQUIPMENT
   Land . . . . . . . . . . . . . . . . . . . . .          78          78 
   Building . . . . . . . . . . . . . . . . . . .       5,408       5,428
   Equipment. . . . . . . . . . . . . . . . . . .      19,684      19,810 
   Allowance for depreciation . . . . . . . . . .     (15,180)    (14,861)
                                                        9,990      10,455
OTHER ASSETS
   Goodwill less accumulated amortization:
      ($1,089,000 in 1998 and $831,000 in 1997) .       5,791       6,049
   Deferred income taxes  . . . . . . . . . . . .         343         323
   Other non-current assets . . . . . . . . . . .         644         644
                                                        6,778       7,016
                                                      $38,894     $42,192


                           LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accruals  . . . . . . . .     $ 8,134     $ 8,567
   Current portion of long-term debt  . . . . . .       2,500       2,508
      Total current liabilities . . . . . . . . .      10,634      11,075

LONG-TERM DEBT  . . . . . . . . . . . . . . . . .       7,200       8,250
                                                       17,834      19,325
SHAREHOLDERS' EQUITY
   Common stock, par value $0.50 a share:
      Authorized 20,000,000 shares
      Issued and outstanding:
        1998 - 7,149,247 and
        1997 - 7,128,797  . . . . . . . . . . . .       3,575       3,564
   Additional paid-in capital . . . . . . . . . .       1,558       1,448
   Retained earnings  . . . . . . . . . . . . . .      15,679      17,681
   Accumulated other comprehensive income . . . .         248         174
                                                       21,060      22,867
                                                      $38,894     $42,192

See notes to consolidated condensed financial statements   

* Unaudited
</TABLE>

<p>                                   -3-
<TABLE>
                         TRION, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                (In thousands)

<CAPTION>

                                                              Nine Months
                                                           Ended September 30
                                                            1998       1997   
                                                                    
<S>                                                       <C>         <C>
OPERATING ACTIVITIES
   Net income (loss). . . . . . . . . . . . . . . . . .   $(1,716)    $ 1,041
   Adjustments to reconcile net income
    to net cash provided by operating activities:
        Depreciation  . . . . . . . . . . . . . . . . .     1,369       1,346
        Amortization  . . . . . . . . . . . . . . . . .       258         258
        Deferred income taxes . . . . . . . . . . . . .        46          - 
        Changes in operating assets and liabilities:
           Accounts receivable  . . . . . . . . . . . .     3,574         298
           Inventory and other. . . . . . . . . . . . .      (914)       (325)
           Refundable income taxes. . . . . . . . . . .    (1,470)         -
           Accounts payable and accrued expenses  . . .      (433)       (177)
        Foreign currency transaction loss (gain). . . .       (63)        (18) 
           Net cash provided by 
             operating activities . . . . . . . . . . .       651       2,423

INVESTING ACTIVITIES
   Purchase of property, plant and equipment, net . . .      (953)     (2,636)

           Net cash used by investing activities  . . .      (953)     (2,636)

FINANCING ACTIVITIES
   Net proceeds from (payments on) 
         master credit facility . . . . . . . . . . . .     1,442       2,000
   Principal payments on long-term debt . . . . . . . .    (2,500)     (1,355)
   Stock issued . . . . . . . . . . . . . . . . . . . .       121         177
   Cash dividends paid. . . . . . . . . . . . . . . . .      (286)       (419)
    
           Net cash provided (used) by
             financing activities . . . . . . . . . . .    (1,223)        403

Effect of foreign exchange rate changes on cash . . . .       186         (96)

Increase (decrease) in cash . . . . . . . . . . . . . .    (1,339)         94 

Cash and cash equivalents at beginning of period  . . .     2,979       2,073

Cash and cash equivalents at end of period  . . . . . .   $ 1,640     $ 2,167


See notes to consolidated condensed financial statements

</TABLE>




<p>                                      -4-


                                     TRION, INC.
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 September 30, 1998

Note A - Subsequent Events
As previously reported, on August 14, 1998, the Company entered into an 
Agreement and Plan of Merger ("Merger Agreement") with McLeod Russel Holdings 
PLC ("McLeod Russel") and McLeod Russel of Pennsylvania, Inc. ("Sub"), a 
wholly owned subsidiary of McLeod Russel.

On October 14, 1998, the Company, McLeod Russel and Sub mutually agreed to 
terminate the Merger Agreement and entered into a Mutual Release and 
Termination Agreement to that effect.

Note B - Basis of presentation
The accompanying unaudited consolidated condensed financial statements have 
been prepared in accordance with the instructions to Form 10-Q and therefore 
do not include all information and footnotes required by generally accepted 
accounting principles for complete financial statements.  In the opinion of 
management, all adjustments (consisting of normal recurring accruals and 
expenses associated with the terminated McLeod Russel transaction discussed 
above and other one-time charges) considered necessary for a fair presentation 
have been reflected in the reported financial information.  Operating results 
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.  For further information, refer to the consolidated financial 
statements and footnotes included in the Registrant's annual report on Form 
10-K for the year ended December 31, 1997.

It is a standard and accepted practice used by the Company in the preparation 
of the financial statements in conformity with generally accepted accounting 
principles that estimates and assumptions are used by management that affect 
the amounts reported in the financial statements.  Actual results could differ 
from those estimates.

Note C - Earnings per Share of Common Stock
The following tables set forth the computation of basic and diluted earnings 
per share:
<TABLE>
<CAPTION>
                                 Three Months Ended September 30
                                       1998           1997    
<S>                                 <C>            <C>
Numerator for basic and
diluted earnings per share:
     Net income (loss). . . . . . . $  (744,000)   $  534,000

Denominator:
     Denominator for basic
     earnings per share - weighted
     average shares:  . . . . . . .   7,149,247     7,035,912
     Effect of dilutive securities:
         Employee stock options . .      57,863        83,741
     Denominator for diluted
     earnings per share - adjusted
     weighted average shares and
     assumed conversions  . . . . .   7,207,110     7,119,653

Basic earnings (loss) per share . .  $    (0.10)    $    0.08

Diluted earnings (loss) per share .  $    (0.10)    $    0.08
</TABLE>
<p>                                   -5-

Note D - Inventories
The Registrant does not maintain an integrated dollar perpetual inventory 
system.  During the interim periods, inventories are charged with actual costs 
incurred and relieved at products standard costs.  Such standards are updated 
at least annually.  Based upon the components of inventory at the preceding 
physical inventory date and charges to and relief of inventories during the 
interim period, the components of inventory are estimated as follows (in 
thousands):
                                        September 30   December 31
                                        __  1998 ___       1997    
 Raw materials . . . . . . . . . . . . .   $ 5,810       $ 5,169
 Work-in-process and finished goods. . .     4,563         4,059
                                           $10,373       $ 9,228

Cost of domestic inventory is determined by the last-in, first-out method.  No 
provision has been made during the interim period to reflect changes in last-
in, first-out values since the preceding December 31.  Management believes 
that such provision, if any, would not be significant.

Note E - Segment Information
Effective January 1, 1998, the Company adopted Statement of Financial 
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and 
Related Information (SFAS 131), which is effective for years beginning after 
December 15, 1997.  SFAS 131 establishes standards for the way that public 
business enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report selected 
information about operating segments in interim financial reports.  It also 
establishes standards for related disclosures about products and services, 
geographic areas and major customers. SFAS 131 is not required to be applied 
to interim periods in the initial year of adoption and therefore the Company 
will make the new disclosure requirements in its 1998 annual report.  The 
adoption of SFAS 131 did not affect results of operations or financial 
position and will not have a significant effect on the Company's reported 
segment disclosures in its 1998 annual report.

Supplemental information regarding the segments historically reported by the 
Company are included in the Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

Note F - 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 and losses on the Company's available-for-sale securities and 
foreign currency translation adjustments, which prior adoption were reported 
separately in shareholders' equity to be included in other comprehensive 
income.  Prior year financial statements have been reclassified to conform to 
the requirements of SFAS 130.

For the three month period ended September 30, 1998 and 1997 total 
comprehensive income amounted to a loss of $699,000 and income of $490,000, 
respectively. Total comprehensive income for the first nine months of 1998 
amounted to a loss of $1,642,000 and, in 1997, income of $840,000.  The 
differences between reported net income or loss and these amounts was due to 
foreign currency translation adjustments.

<p>                                     -6-

Note G - Non-recurring Charges
The three month period ended September 30, 1998 includes certain one-time 
charges.  The majority of these were related to the merger with McLeod Russel 
and its subsequent mutual termination.  These charges included expenses 
incurred by the Company for legal, accounting and investment banking advice. 
There were no charges for or payments made to McLeod Russel for the mutual 
termination of the merger agreement.  In addition, the non-recurring charges  
did include one-time expenses associated with the settlement of the Carico 
lawsuit, discussed further below, and the Company's pursuit of possible 
recoveries from third parties, and, to a lesser extent, costs associated with 
the completed consolidation effort of the Company's humidification product 
line into its Sanford manufacturing facility.

In the second quarter, the Company recorded charges for the settlement of a 
lawsuit.  On August 10, 1998 the Company settled for $2,900,000 a lawsuit 
filed on December 2, 1997 by Carico International, payable one-half by 
September 9, 1998 and one-half not later than January 10, 1999. The Company 
also incurred legal fees approximating $100,000 in defending such suit.

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

Recent Developments
As previously reported, on August 14, 1998, the Company entered into an 
Agreement and Plan of Merger ("Merger Agreement") with McLeod Russel Holdings 
PLC ("McLeod Russel") and McLeod Russel of Pennsylvania, Inc. ("Sub"), a 
wholly owned subsidiary of McLeod Russel.

On October 14, 1998, the Company, McLeod Russel and Sub mutually agreed to 
terminate the Merger Agreement and entered into a Mutual Release and 
Termination Agreement to that effect.

Results of Operations
<TABLE>
                            SEGMENT  DATA
                             (Unaudited)
                            (In thousands) 
<CAPTION>
                                        Nine Months Ended     Three Months Ended
                                          September  30         September 30   _   
                                        1998        1997      1998        1997
<S>                                    <C>        <C>        <C>        <C>
Net sales to unaffiliated customers:
   North American Operations: 
     Engineered Products . . . . . .   $31,952    $32,782    $ 9,194    $10,810
     Consumer Products . . . . . . .     6,181      9,482      1,539      2,718
   European Operations . . . . . . .     4,805      4,773      1,614      2,180
                                        42,938     47,037     12,347     15,708
Income (loss) from operations:
   North American Operations:
     Engineered Products . . . . . .     3,301      3,570        622      1,149
     Consumer Products . . . . . . .       190        197         (7)       (65)
   European Operations . . . . . . .       140        204          8        343
                                         3,631      3,971        623      1,427
General Corporate:
   Settlement of litigation and
     other one-time charges. . . . .    (3,973)        -        (873)        -
   Other income  . . . . . . . . . .       123         69         39         36
   Interest (U.S.) . . . . . . . . .      (622)      (738)      (221)      (263)
   Other expense . . . . . . . . . .    (2,013)    (1,754)      (768)      (561)
                                        (6,485)    (2,423)    (1,823)      (788)
 
Income before income taxes . . . . .   $(2,854)   $ 1,548    $(1,200)   $   639
</TABLE>
<p>                                     -7-

Consolidated net sales for the quarter ended September 30, 1998 were 
$12,347,000 compared to $15,708,000 from the same period a year ago, a 21 
percent decline from 1997.  This decline was attributable to a lower sales 
volume in the Company's Engineered Products segment, due to continued softness 
in the semiconductor capital equipment market, and lower sales volume in the 
Company's Consumer Products segment, primarily due to lower shipments to a 
major retailer.  Both segments were impacted by lower activity by the Asian 
economies as discussed further below.  

On a year to date basis, the Company's sales in 1998 were $42,938,000 as 
compared to $47,037,000 in 1997.  The majority of this 9% decline was due to 
the previously mentioned reduction in the Consumer Products segment.  Within 
the Engineered Products segment, the decline in shipments of fan filter units 
to customers in the semiconductor capital equipment industry was partially 
offset by increases in sales of the Company's residential products.

For the full year 1997, the Company's shipments to Asia accounted for 
approximately 13% of total sales.  Through nine months of 1998, the level of 
shipments to Asia, for both the Engineered Products segment and the Consumer 
Products segment, have been down in excess of 50%.

The Company's backlog of unshipped customer orders was $5,636,000 at September 
30, 1998, down from the $7,263,000 backlog reported a year ago primarily due 
to the aforementioned softness in the semiconductor capital equipment market 
and Asian economic crises.  As compared to the Company's backlog of unshipped 
customer orders at June 30, 1998, the Company's backlog has remained stable 
although there has been some recent strengthening of orders from customers in 
the semiconductor capital equipment market which has been offset by a decline 
in orders of consumer products.

On a consolidated basis, the cost of products sold as a percentage of sales 
for the three month period ended September 30, 1998 and 1997 was 66.9 percent 
and 66.3 percent, respectively.  The decline in the latest three month period 
was primarily due to the lower sales volume and the inefficiencies created 
through lower absorption of overheads which was offset by an improvement in 
the product mix; with higher residential products sales and lower appliance 
products sales.  The cost of products sold as a percentage of sales for the 
nine month period ended September 30, 1998 and 1997 was 65.3 percent and 67.1 
percent, respectively.  This improvement was due to several factors including: 
lower Consumer Products content, which carries a higher cost of goods sold as 
a percentage of sales as compared to most of the Company's other products; 
significant cost improvements being achieved on the new appliance product line 
as well as on the fan filter units; and a higher sales mix of residential 
products, which carries a lower cost of goods sold as a percentage of sales as 
compared to the Company's other product lines.  These improvements on a year 
to date basis were partially offset by the inefficiencies generated during the 
third quarter.

Consolidated gross profit for the third quarter ended September 30, 1998 was 
$4,082,000 as compared to $5,286,000 in the 1997 period, the decline due to 
the lower sales volume during the third quarter and higher cost of products 
sold as a percentage of sales discussed above.  Consolidated gross profit for 
the first nine months ended September 30, 1998 was $14,917,000 as compared to 
$15,942,000 in the 1997 period, the difference being primarily attributable to 
the lower sales volumes.

Consolidated selling, administration and engineering expenses declined 
$193,000 during the third quarter of 1998 as compared to spending during the

<p>                                     -8-

same quarter last year.  As a percentage of net sales consolidated selling, 
administration and engineering expenses increased to 33.5 percent during the 
third quarter ended September 30, 1998, as compared to 27.6 percent in 1997.  
This increase in the percentage is primarily attributable to the lower sales 
volume.  On a year to date basis, selling, administration and engineering 
expenses are flat in terms of dollars spent in 1998 as compared to 1997 which 
was 30.4 percent of sales in 1998 as compared to 27.7 percent of sales for 
1997.  The primary reasons for these increases is the lower sales volumes and 
a higher mix of products having variable selling expense ratios above the 
average such as the Company's residential products. 

Additionally, the Company's operating efficiencies were impacted on a year to 
date basis by the consolidation of the Company's Lancaster, Pennsylvania 
manufacturing plant into its Sanford, North Carolina facility.

The majority of the one-time charges for the three month period ended 
September 30, 1998 were merger related.  Also included in one-time charges 
were expenses associated with the Carico settlement and the Company's pursuit 
of possible recoveries from third parties, and, to a lesser extent, costs 
associated with the completed consolidation effort of the Company's 
humidification product line into its Sanford manufacturing facility. 

On a year to date basis, the above one-time charges also included charges 
recorded for settlement of the Carico lawsuit, discussed in more detail in 
Note G.
 
Interest expense during the third quarter and first nine months of 1998 was 
$221,000 and $622,000, respectively as compared to $263,000 and $738,000 for 
the second quarter and first six months of 1997, respectively.  These 
reductions are primarily due to lower borrowings.

Due to the resulting loss before income taxes, the Company recorded an income 
tax benefit for the third quarter of $456,000.  This brings the year to date 
1998 income tax benefit to $1,138,000.  Without the settlement of litigation 
and other one-time charges, the effective income tax rate for the nine month 
period would have been 30.7 percent, reflecting the impact of the income from 
operations generated by the European Operations segment which has tax loss 
carryforwards available, as compared to 32.8 percent a year ago.

The net loss for the third quarter ended September 30, 1998 was $744,000 as 
compared to net income of $534,000 for the same period a year ago.  The net 
loss for the nine month period ended September 30, 1998 was $1,716,000 as 
compared to net income of $1,041,000 for the same period in 1997.  The 
declines for both the three and nine month periods are attributable to the 
settlement of litigation and other one-time charges and the lower sales volume 
discussed above.

The resulting loss per share (basic and diluted) reported for the third 
quarter and first nine months of 1998 were $0.10 and $0.24, respectively.  
This is compared to earnings per share (basic and diluted) in 1997 of $0.08 
and $0.15 for the third quarter and nine month periods, respectively.

Liquidity and Sources of Capital

The financial condition of the Company remains solid with the current ratio at 
2.1 : 1 as compared to 2.2 : 1 at 1997 year-end.  Working capital decreased to 
$11,492,000 primarily due to the recording of the settlement of litigation and 
its related partial payment.  Long-term debt is at 34.2 percent of equity and 
total shareholders' equity is $21,060,000.  
<p>                                     -9-

The Company's existing credit agreement expires on March 31, 1999.  The 
Company is currently negotiating a new credit facility with its existing 
financial institutions and expects that a replacement credit facility at 
substantially the same levels will be in place during the first quarter of 
1999. The Company believes working capital and available lines of credit will 
be adequate to meet normal operating and capital requirements in the near 
term.

Implications of the Year 2000 Issue

Many existing information technology ("IT") products and systems and non-IT 
products and systems containing embedded processor technology were originally 
programmed to represent any date by using six digits (e.g., 12/31/99), as 
opposed to eight digits (e.g., 12/31/1999).  Accordingly, such products and 
systems may experience miscalculations, malfunctions or disruptions when 
attempting to process information containing  dates that fall after December 
31, 1999 or other dates, such as September 9, 1999 (9/9/99), a date 
traditionally used by some computer programmers as a default.  These potential 
problems are collectively referred to as the "Year 2000" problem.  The 
following comments summarize the Company's approach and status with respect to 
Year 2000 issues.

The Company uses numerous software applications and computer programs 
throughout the various functions within its organization which may require 
modification in order to address the Year 2000 issues.  

The significant systems identified include: the primary computer system (IBM 
AS400) which maintains the Company's sales, accounting and inventory records 
and transactions in Sanford, North Carolina, its primary manufacturing and 
headquarters location; the networked personal computer systems which maintain 
engineering design software, electronic mail, and various support subsystems 
including sales, accounting and inventory transactions at the other Company 
locations; individual personal computers utilizing standard, off the shelf 
software; and embedded non-IT microprocessors contained in production 
machinery, office equipment and other such devices.  

Over 90% of the software and computer programs used by the Company are 
standard, off the shelf, applications, all of which has been or will be deemed 
by the Company's software providers to be Year 2000 compliant by the provider. 
The remaining custom software applications and code are currently undergoing a 
comprehensive review and correction process which will prepare them for 
compliance in early 1999.  The Company is assessing and evaluating its non-IT 
systems, but does not believe it will have a material adverse effect on the 
Company's business, financial condition or results of operations.  The Company 
expects to remediate and test its non-IT systems by mid 1999.

The Company is currently in the process of assessing and evaluating it 
materially significant customers and suppliers of goods and services, to 
determine the ability of those entities to achieve Year 2000 compliance.  As 
part of the process, the Company will distribute Year 2000 compliance 
questionnaires to its materially significant customers and suppliers and will 
evaluate their responses.  The Company will continue to assess and evaluate 
the potential impact of Year 2000 issues on these entities and expects to 
complete this process by early 1999.

The Company has employed third party providers in its efforts to address the 
Year 2000 issue in conjunction with the Company's own information technology

<p>                                     -10-


staff.  Excluding the costs for the Company's own information technology 
personnel, the total cost of compliance is expected to be approximately 
$200,000 with $110,000 having been expended through September 30, 1998.  All 
costs have been and will be expensed as incurred and will be funded out of 
normal operating cash flows.

Excluding any possible catastrophic events such as the loss of utilities or 
banking, financial or communications services, the potential risks known to 
the Company at this time are primarily limited to delays, disruptions or 
losses resulting from information bottlenecks and the lack of computer 
processing power.  In order to mitigate the risk to the greatest extent 
possible, the Company would be prepared to track mission-critical information 
manually.  Such information includes recording customer orders, purchasing 
needed materials from suppliers, issuing payments for purchases/payroll, and 
creating customer invoices/collections.  The Company believes its current 
workforce and the employment pool available in the area is sufficiently 
skilled to accommodate such a demand.  Although the Company has few sole-
source components, in the case of vendors or suppliers that are found to be 
non compliant, the Company will either ensure stocking levels of related 
inventory items are increased or identify and certify alternative suppliers 
prior to January 2000.  The Company will continue to evaluate its contingency 
planning activities as more information becomes available.  At this time, the 
total cost of the risks to the Company is not anticipated to have a material 
adverse effect on the business, financial condition or results of operations 
of the Company.

The foregoing discussion contains forward-looking statements about the 
Company's financial condition and results of operations, which are subject to 
certain risks and uncertainties that could cause actual results to differ 
materially from those reflected in the forward-looking statements.  Readers 
are cautioned not to place undue reliance on these forward-looking statements, 
which reflect management's judgment only as of the date hereof.  The Company 
undertakes no obligation to publicly revise these forward-looking statements 
to reflect events and circumstances that arise after the date hereof.  Factors 
that may cause the Company's actual results to differ materially from those 
anticipated in forward-looking statements include the following: generally 
adverse economic and industry conditions, including a decline in demand for 
IAQ products or significant changes in preferences in or use of such products; 
changes in the competitive environment, including increased competition in the 
Company's primary markets and consolidation in the air quality industry; 
economic or political changes in the countries in which the Company operates 
or adverse trade regulations; and non-availability of resources for the 
Company, or its suppliers and customers, to complete their respective Year 
2000 compliance effectively.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.










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PART II

Item 6(a).  Exhibits

        The following exhibits are filed herewith:

            10.1 Second Amended and Restated Employment Agreement with 
                 Steven L. Schneider

            27   Financial Data Schedule

            99.1 Press Release Dated November 4, 1998

Item 6(b).  Report on Form 8-K

        There were two reports on Form 8-K filed by the Registrant during the 
        period covered by this report:

            August 28, 1998; Items 5 and 7

		October 16, 1998; Items 5 and 7
            



                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
                                                      TRION, INC.       
                                                     (Registrant)


Date: November 16, 1998                        /s/ Steven L. Schneider  
                                               Steven L. Schneider 
                                               President and 
                                               Chief Executive Officer

Date: November 16, 1998                        /s/ Calvin J. Monsma     
                                               Calvin J. Monsma
                                               Vice President and 
                                               Chief Financial Officer 
















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