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


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

For the quarterly period ended March 31, 1999

                                      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 May 14, 1999.

7,161,247 shares of Common Stock, par value $.50




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                                   PART II

The section entitled "Submission of Matters to a Vote of Security Holders" is
amended and restated in its entirety to read as follows: (the original filing
inadvertently failed to list Hugh E. Carr as a continuing director)


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

        (a) The annual meeting of shareholders of the Registrant was held on
            April 20, 1999.

        (b) Directors elected at the meeting were James E. Heins, F. Trent
            Hill, Jr. and Steven L. Schneider.  Other continuing directors are
            Hugh E. Carr, Grant R. Meyers, Samuel J. Wornom III, Joseph W.
            Deering, and Seddon Goode, Jr.

        (c) The only substantive matters voted upon at the meeting were the
            election of three directors for a term of three years and an
            amendment to the Trion, Inc. 1995 Non-Employee Director Stock Plan
            to increase the number of shares which may be issued thereunder.
            All nominees for directors as listed in the proxy statement were
            elected with the following vote:

                 Nominees                         For           Withheld
            James E. Heins                     5,731,235         88,686
            F. Trent Hill, Jr.                 5,793,643         26,278
            Steven L. Schneider                5,748,591         71,330

            The amendment to the Trion, Inc. 1995 Non-Employee Director Stock
            Plan was Approved by a vote of 5,437,275 For, 365,299 Against
            with 17,347 votes Abstaining.


                                 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: May 21, 1999                             /s/ Calvin J. Monsma
                                               Calvin J. Monsma
                                               Vice President and
                                               Chief Financial Officer






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