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 QUARTERLY PERIOD ENDED OCTOBER 31, 1998


                         COMMISSION FILE NUMBER: 1-6339



                                  UNIFLEX, INC.
             (Exact Name of Registrant As Specified In Its Charter)


      DELAWARE                                              11-2008652
(State or other jurisdiction of                             (I.R.S. employer
  incorporation or organization)                             identification no.)


383 WEST JOHN STREET, HICKSVILLE, NEW YORK                  11802
(Address of principal executive offices)                    (Zip code)


Registrant's telephone number, including area code:  516 - 932 - 2000

Indicate by check mark whether the registrant (1) has filed all report  required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  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 the  latest  practicable  date:  4,178,860  shares  of the
Company's  common stock - $.10 par value - were  outstanding  as of November 25,
1998.

<PAGE>
                                  UNIFLEX, INC.

                                      INDEX

                                                                       Page No.

PART I.  FINANCIAL INFORMATION

 Item 1.  Financial statements

  Consolidated condensed balance sheets -
  October 31, 1998 (unaudited) and January 31, 1998                         1

  Consolidated condensed statements of income (unaudited)-
  For the nine months ended  October 31, 1998 and 1997                      2
  For the three months  ended  October 31, 1998 and 1997                    3

  Consolidated condensed statements of changes in stockholders' equity
  (unaudited) for the nine months ended October 31, 1998 and 1997           4

  Consolidated condensed statements of cash flows (unaudited)
  for the nine months ended October 31, 1998 and 1997                       5

  Notes to consolidated condensed financial statements (unaudited)        6 - 8

 Item 2.  Management's discussion and analysis of financial
          condition and results of operations                             9 - 10

PART II. OTHER INFORMATION

  Item 6.  Exhibits and reports on Form 8-K                                11

SIGNATURES                                                                 12

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         UNIFLEX, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                        October 31,        January 31,
ASSETS                                                     1998               1998
                                                           ----               ----
                                   (Unaudited)
Current Assets
<S>                                                    <C>                <C>
  Cash and cash equivalents                            $     2,116,587    $     1,676,749
  Accounts receivable                                        4,874,791          4,577,324
  Inventories                                                4,155,012          4,555,298
  Prepaid income taxes                                          12,400            128,509
  Prepaid expenses and other current assets                    651,031            653,978
  Deferred tax asset                                           289,400            310,400
                                                       ---------------    ---------------
    Total Current Assets                                    12,099,221         11,902,258

Property and Equipment                                       7,327,277          7,028,692
Intangible Assets                                            2,914,216          2,328,079
Other Assets                                                   906,531            925,681
                                                       ---------------    ---------------
      Total Assets                                     $    23,247,245    $    22,184,710
                                                       ===============    ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current maturities of long-term debt                 $       964,000    $     1,023,000
  Accounts payable                                           1,632,225          1,576,683
  Accrued liabilities                                        1,458,100            998,238
                                                       ---------------    ---------------
      Total Current Liabilities                              4,054,325          3,597,921

Long-Term Debt                                               2,643,836          3,955,593
Deferred Compensation and Postretirement Medical Benefits    1,474,242          1,363,252
Deferred rent                                                  137,500            145,000
                                                       ---------------    ---------------
      Total Liabilities                                      8,309,903          9,061,766
                                                       ---------------    ---------------
Minority Interest                                               -                 290,888
                                                       ---------------    ---------------

Stockholders' Equity
  Common stock - par value $.10 per share
   10,000,000 shares authorized, 4,178,560 shares
   issued and outstanding                                      417,856            406,616
  Additional paid-in capital                                 1,351,454            847,175
  Retained earnings                                         13,168,032         11,578,265
                                                       ---------------    ---------------
      Total Stockholders' Equity                            14,937,342         12,832,056
                                                       ---------------    ---------------

      Total Liabilities and Stockholders' Equity       $    23,247,245    $    22,184,710
                                                       ===============    ===============
</TABLE>

The  consolidated  condensed  balance sheet at January 31, 1998 has been derived
from the audited financial  statements at that date. The accompanying  notes are
an integral part of these consolidated condensed financial statements.

                                        1
<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                             Nine Months Ended
                                                                 October 31,
                                                                 -----------
                                                           1998               1997
                                                           ----               ----

<S>                                                    <C>                <C>
Net sales                                              $30,274,980        $29,269,865

Cost of sales                                           19,202,569         18,510,724
                                                       -----------        -----------
Gross profit                                            11,072,411         10,759,141
                                                       -----------        -----------

Shipping and selling expenses                            5,466,335          5,450,857
General and administrative expenses                      2,823,885          2,759,336
                                                       -----------        -----------
                                                         8,290,220          8,210,193
                                                       -----------        -----------

Income before other expenses                             2,782,191          2,548,948
                                                       -----------        -----------

Interest expense - net                                     331,424            336,429
Other expenses                                               -                 73,612
                                                       -----------        -----------
                                                           331,424            410,041
                                                       -----------        -----------

Minority interest in income of consolidated subsidiary       -                (38,953)
                                                       -----------        -----------

Income before provision for income taxes                 2,450,767          2,099,954
                                                       -----------        -----------

Provision for income taxes:
  Current                                                  811,000            889,700
  Deferred                                                  50,000           (102,700)
                                                       -----------        -----------
                                                           861,000            787,000
                                                       -----------        -----------

Net income                                             $ 1,589,767        $ 1,312,954
                                                       ===========        ===========

Basic net income per share                             $       .38        $       .31
                                                       ===========        ===========

Diluted net income per share                           $       .38         $      .30
                                                       ===========        ===========

Average shares outstanding                               4,156,668          4,193,347

Dilutive effect of stock options                            87,434            184,902
                                                       -----------        -----------

Average shares outstanding assuming
 dilutive effect of stock options                        4,244,102          4,378,249
                                                       ===========        ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        2

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                October 31,
                                                                -----------
                                                           1998               1997
                                                           ----               ----

<S>                                                    <C>                <C>        
Net sales                                              $10,763,553        $10,526,968

Cost of sales                                            6,773,807          6,519,956
                                                       -----------        -----------

Gross profit                                             3,989,746          4,007,012
                                                       -----------        -----------

Shipping and selling expenses                            1,866,760          1,893,916
General and administrative expenses                      1,022,871            895,463
                                                       -----------        -----------

                                                         2,889,631          2,789,379
                                                       -----------        -----------

Income before other expe                                 1,100,115          1,217,633
                                                       -----------        -----------

Interest expense - net                                      95,709            129,385
Other expenses                                               -                  5,000
                                                       -----------        -----------

                                                            95,709            134,385
                                                       -----------        -----------

Minority interest in income of consolidated subsidiary       -                (38,953)
                                                       -----------        -----------

Income before provision for income taxes                 1,004,406          1,044,295
                                                       -----------        -----------

Provision for income taxes:
  Current                                                  291,500            384,100
  Deferred                                                  39,600              3,500
                                                       -----------        -----------
                                                           331,100            392,600
                                                       -----------        -----------

Net income                                             $   673,306        $   651,695
                                                       ===========        ===========

Basic net income per share                             $       .16        $       .16
                                                       ===========        ===========

Diluted net income per share                           $       .16        $       .16
                                                       ===========        ===========

Average shares outstanding                               4,178,263          4,052,285

Dilutive effect of stock options                            75,409            143,089
                                                       -----------        -----------

Average shares outstanding assuming
 dilutive effect of stock options                        4,253,672          4,195,374
                                                       ===========        ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        3
<PAGE>
                           UNIFLEX, INC. AND SUBSIDIARIES
        CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                     (UNAUDITED)

<TABLE>
<CAPTION>

                                                                  ADDITIONAL
                                                COMMON STOCK        PAID-IN     RETAINED   NOTE RECEIVABLE
                                           SHARES        AMOUNT     CAPITAL     EARNINGS   STOCK PURCHASE  TOTAL

<S>                                         <C>         <C>        <C>         <C>            <C>         <C>        
Balance at February 1, 1997                 4,289,668   $428,966   $ 2,448,37  $10,096,340    $(27,428)   $12,946,257

Exercise of stock options                     191,755     19,176       67,953         -           -            87,129

Tax benefit from exercise of stock options       -          -         400,000         -           -           400,000

Shares repurchased and retired               (415,263)   (41,526)  (2,069,157)        -           -        (2,110,683)

Amortization of note receivable                  -          -            -            -         21,375         21,375

Net income                                       -          -            -       1,312,954        -         1,312,954
                                          -----------   ---------  ----------   ----------   ---------     ----------

Balance at October 31, 1997                 4,066,160   $406,616   $  847,175  $11,409,294    $ (6,053)   $12,657,032
                                          ===========   =========  ==========   ==========   =========     ==========

Balance at February 1, 1998                 4,066,160    406,616   $  847,175  $11,578,265    $   -       $12,832,056

Exercise of stock options                      62,400      6,240      131,279         -           -           137,519

Tax benefit from exercise of stock options       -          -          78,000         -           -            78,000

Shares issued - acquisition                    50,000      5,000      295,000         -           -           300,000

Net income                                       -          -            -       1,589,767        -         1,589,767
                                          -----------   ---------  ----------   ----------   ---------     ----------
Balance at October 31, 1998                 4,178,560   $417,856   $1,351,45   $13,168,032    $   -       $14,937,342
                                          ===========   =========  ==========   ==========   =========     ==========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        4

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                           INCREASE (DECREASE) IN CASH


                                                            Nine Months Ended
                                                               October 31,
                                                               -----------

                                                           1998           1997
                                                           ----           ----


Net cash provided by operating activities              $ 3,269,146   $  803,251
                                                       -----------   ----------


Cash flows from investing activities:
  Purchase of property and equipment                      (915,369)    (757,473)
  Purchase of intangible assets                           (104,202)     (36,319)
  Acquisition of net assets of Merrick
   Packaging Specialists, Inc. - (net of
   cash acquired)                                             -        (664,949)
                                                       -----------   ----------

     Net cash used in investing activities              (1,019,571)  (1,458,741)
                                                       -----------   ----------


Cash flows from financing activities:
  Proceeds from long-term debt                           2,040,000    1,912,000
  Payment of long-term debt                             (3,910,757)    (961,262)
  Payment for retirement of common stock                      -      (2,110,683)
  Proceeds from issuance of common stock                   137,519       87,129
  Distribution to minority interest                        (76,499)        -
                                                       -----------   ----------

    Net cash used in financing activities               (1,809,737)  (1,072,816)
                                                       -----------   ----------

Net increase (decrease) in cash                            439,838   (1,728,306)


Cash and cash equivalents - beginning of period          1,676,749    2,114,923
                                                       -----------   ----------

Cash and cash equivalents - end of period              $ 2,116,587   $  386,617
                                                       ===========   ==========


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        5

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION:

In the opinion of the  management  of the Company,  the  accompanying  unaudited
consolidated condensed financial statements contain all adjustments  (consisting
of only normal recurring  adjustments) necessary to present fairly the financial
position of the Company as of October 31, 1998 and the results of operations and
cash flows for the nine months and three months ended October 31, 1998 and 1997,
and have been prepared  pursuant to the rules and  regulations of the Securities
and Exchange Commission.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements be read in  conjunction  with the audited  financial  statements  and
notes thereto  included in the Company's annual report on Form 10-K for the year
ended January 31, 1998.

The results of operations for the nine months and three months ended October 31,
1998 are not necessarily indicative of the operating results for the full year.

NOTE 2.  INVENTORIES:

A summary of inventory follows:
                                             October 31,       January 31,
                                                1998             1998
                                                ----             ----
                                            (Unaudited)

     Raw materials and supplies             $2,341,528       $2,928,334
     Work in process                           152,878          133,008

     Finished products                       1,660,606        1,493,956
                                            ----------      -----------

                                            $4,155,012      $ 4,555,298
                                            ==========      ===========


NOTE 3.  PURCHASE OF MINORITY MEMBER'S INTEREST:

On March 11, 1998,  the Company  announced an agreement to purchase the minority
interest in Uniflex Southwest,  L.L.C. Under the agreement,  consummated June 9,
1998,  the Company  paid  $800,000 to acquire the  minority  interest  effective
February 1, 1998. The purchase price was payable as follows:

     Cash at closing (paid June 10, 1998)              $     100,000
     Notes payable in 48 monthly installments of
      $8,333, plus interest at 7% per annum commencing
      April 1, 1998                                          400,000
     Issuance of 50,000 shares of common stock               300,000
                                                       -------------

                                                       $     800,000
                                                       =============

As part of the agreement, the seller may not sell, assign or transfer the common
stock until February 1, 2001.

The  minority  interest  acquired  consists  of net assets  with a book value of
$214,389. The excess of purchase price over assets acquired of $585,611 has been
assigned to goodwill and is being amortized over 40 years.

                                        6

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3.  PURCHASE OF MINORITY MEMBER'S INTEREST (CONTINUED):

Interest  expense  charged to  operations  was $22,400 for the nine months ended
October 31, 1998.

NOTE 4.  MORTGAGE REFINANCING:

On February 4, 1998, the Company closed on a mortgage loan (the "Mortgage Loan")
which replaced the Company's existing mortgage.  Proceeds from the Mortgage Loan
were  $2,040,000,  of which  $1,335,842  was  used to pay off the then  existing
mortgage. The Mortgage Loan is secured by a first mortgage lien on the Company's
property at 383 West John Street, Hicksville, New York, and is guaranteed by the
Company's subsidiaries.  The Mortgage Loan is payable in monthly installments of
$11,334 per month commencing March 4, 1998. Interest is fixed at 7.56% per annum
until  February  4,  2008 at  which  time  the rate  becomes  adjustable  at the
Company's option to one of the following rates:


          1) Variable  at the lenders  prime rate
          2) Fixed at the lenders fixed rate
          3) Variable at LIBOR plus 1.75%

The Mortgage Loan agreement contains various covenants and restrictions relating
to net worth, financial ratios and rentals of the mortgaged property.

Interest  expense  charged to  operations  was $115,000 and $91,000 for the nine
months ended October 31, 1998 and 1997, respectively.

NOTE 5.  EARNINGS PER SHARE:

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128
simplifies the standards for computing  earnings per share  previously  found in
APB Opinion No. 15, Earnings Per Share and is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.

NOTE 6.  SUBSEQUENT EVENT:

On  November  17,  1998,  the  Company  announced  that  it had  entered  into a
non-binding Letter of Intent with respect to the proposed  acquisition of all of
the outstanding  shares of common stock and all the outstanding stock options of
the Company by an acquisition  entity to be formed by CMCO,  Inc. ("CARL MARKS")
and its  affiliates  ("NEWCO").  There  can be no  assurance  that a  definitive
agreement will be entered into or that any such transaction will be consummated.

The  transaction is subject to a number of conditions,  including due diligence,
the  execution  of  a  definitive  agreement,   the  availability  of  financing
arrangements  and various  regulatory  and  corporate  approvals,  including the
approval of the shareholders of the Company.  It is expected that the definitive
agreement will be signed on or before  February 15, 1999 and the  transaction is
anticipated to be consummated in the second quarter of 1999.

                                        7
<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 6.  SUBSEQUENT EVENT (CONTINUED):

The  transaction  would take the form of a statutory  merger of the Company with
NEWCO  pursuant to which the  holders of the  Company's  issued and  outstanding
common  stock and  stock  options  (exclusive  of the  shares  of  common  stock
exchanged or  contributed  as  described  below) would be entitled to receive an
aggregate  amount of  approximately  $33  million  in cash or $7.57 per share of
common stock and $4.90 per stock option based upon a weighted  average  exercise
price of $2.67 per share.  Prior to consummation  of the merger,  (i) CARL MARKS
and its  affiliates  who  presently  own shares of common  stock of the Company,
shall be obligated to exchange or contribute all of their shares of common stock
of the Company for equity capital of NEWCO, and (ii) certain officers, directors
and  affiliates of the Company shall exchange or contribute no less than 322,000
shares of common stock of the Company owned by them for equity capital of NEWCO.











                                        8

<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS:

NET SALES:

Net sales for the quarter  ended  October 31,  1998,  as compared to the quarter
ended  October 31,  1997,  increased  $237,000,  or 2.3%,  to  $10,764,000  from
$10,527,000.  The  increase  in net  sales  was due to  increased  sales  in the
Company's paper and paper laminate products.

Net sales for the nine months ended  October 31,  1998,  as compared to the nine
months ended October 31, 1997,  increased  $1,005,000,  or 3.4%, to  $30,275,000
from  $29,270,000.  The increase in net sales was due to increased  sales in the
Company's paper and paper laminate products and increased sales in the Company's
Cycle Plastics division.

Net sales for the quarter ended October 31, 1998 as compared to the  immediately
preceding  quarter  ended July 31,  1998,  increased  $1,007,000,  or 10.3%,  to
$10,764,000 from $9,757,000.

The Company's backlog at October 31, 1998 was $5,853,000  compared to $4,975,000
at October 31, 1997, an increase of $878,000, or 17.7%.


COST OF SALES AND EXPENSES:

Cost of sales for the quarter ended October 31, 1998, as compared to the quarter
ended  October  31,  1997,  increased  $254,000,  or 3.9%,  to  $6,774,000  from
$6,520,000.  Cost of sales as a  percentage  of net sales for the quarter  ended
October 31,  1998,  as compared to the same  quarter in the prior  fiscal  year,
increased to 62.9% from 61.9%.  This  percentage  increase was  attributed to an
increase in direct labor costs for the manufacture of the Company's products and
a change in the Company's product mix.

Cost of sales for the nine months  ended  October 31,  1998,  as compared to the
nine months ended October 31, 1997, increased $692,000,  or 3.7%, to $19,203,000
from $18,511,000. Cost of sales as a percentage of net sales for the nine months
ended October 31, 1998, as compared to the same period in the prior fiscal year,
increased to 63.4% from 63.2%. This percentage increase was not material.

Shipping,  Selling,  General and  Administrative  expenses for the quarter ended
October 31, 1998,  compared to the quarter  ended  October 31, 1997,  increased,
$101,000,  or 3.6%, from  $2,789,000 to $2,890,000.  This increase was primarily
attributable to the increase in net sales.

Shipping, Selling, General and Administrative expenses for the nine months ended
October 31,  1998,  as compared  to the same  period in the prior  fiscal  year,
increased $80,000 or 1.0%, from $8,210,000 to $8,290,000.  This increase was not
material.


INTEREST EXPENSE:

Interest  expense for the quarter  ended  October 31,  1998,  as compared to the
quarter ended October 31, 1997,  decreased  $34,000,  or 26.0%,  to $96,000 from
$130,000.  Interest  expense for the nine months  ended  October  31,  1998,  as
compared to the nine months ended October 31, 1997,  decreased  $5,000, or 1.5%,
to $331,000 from $336,000.


                                        9
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS:

NET INCOME:

Net income for the quarter  ended  October 31,  1998 was  $673,000,  or $.16 per
share fully diluted,  as compared to $652,000,  or $.16 per share fully diluted,
for the quarter ended October 31, 1997.

Net income for the nine months ended  October 31, 1998 was  $1,590,000,  or $.38
per share fully  diluted,  as compared  to  $1,313,000,  or $.30 per share fully
diluted, for the nine months ended October 31, 1997.


WORKING CAPITAL AND LIQUIDITY:

Working  capital  increased  4.2%  to  $8,045,000  at  October  31,  1998,  from
$7,723,000 at July 31, 1998.  Working capital  increased 3.5% to $8,045,000 from
$7,772,000 at October 31, 1997. The Company  believes it has sufficient  working
capital and unused  lines of credit to meet its expected  liquidity  and capital
reserve  requirements for the foreseeable  future. The Company does not have any
commitments for significant and unusual capital  expenditures  for the immediate
future.

On  November  17,  1998,  the  Company  announced  that  it had  entered  into a
non-binding Letter of Intent with respect to the proposed  acquisition of all of
the outstanding  shares of common stock and all the outstanding stock options of
the Company by an acquisition  entity to be formed by CMCO,  Inc. ("CARL MARKS")
and its  affiliates  ("NEWCO").  There  can be no  assurance  that a  definitive
agreement will be entered into or that any such transaction will be consummated.

The  transaction is subject to a number of conditions,  including due diligence,
the  execution  of  a  definitive  agreement,   the  availability  of  financing
arrangements  and various  regulatory  and  corporate  approvals,  including the
approval of the shareholders of the Company.  It is expected that the definitive
agreement will be signed on or before  February 15, 1999 and the  transaction is
anticipated to be consummated in the second quarter of 1999.

The  transaction  would take the form of a statutory  merger of the Company with
NEWCO  pursuant to which the  holders of the  Company's  issued and  outstanding
common  stock and  stock  options  (exclusive  of the  shares  of  common  stock
exchanged or  contributed  as  described  below) would be entitled to receive an
aggregate  amount of  approximately  $33  million  in cash or $7.57 per share of
common stock and $4.90 per stock option based upon a weighted  average  exercise
price of $2.67 per share.  Prior to consummation  of the merger,  (i) CARL MARKS
and its  affiliates  who  presently  own shares of common  stock of the Company,
shall be obligated to exchange or contribute all of their shares of common stock
of the Company for equity capital of NEWCO, and (ii) certain officers, directors
and  affiliates of the Company shall exchange or contribute no less than 322,000
shares of common stock of the Company owned by them for equity capital of NEWCO.


YEAR 2000 PROGRAM:

Many computer  systems  experience  difficulty  processing dates beyond the Year
1999 and, as such, some computer  hardware and software will need to be modified
prior to the Year 2000 to remain functional. The Company's core internal systems
that have been recently implemented are Year 2000 compliant.  The remaining core
internal  systems are  scheduled to be replaced by the third quarter of 1999 and
will be Year 2000 compliant when installed.

The Company is also completing a preliminary  assessment of Year 2000 issues not
related to its core systems, including issues surrounding systems that interface
with external third parties.  Based on its initial evaluation,  the Company does
not  believe  that the cost of  remedial  actions  will have a material  adverse
effect on the Company's results of operations and financial condition. There can
be no assurance,  however, that there will not be a delay in, or increased costs
associated with, the  implementation of changes as the program  progresses,  and
failure to

                                       10

<PAGE>
implement  such  changes  could  have an  adverse  effect on future  results  of
operations.

                                       11

<PAGE>
                             PART II - OTHER INFORMATION


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K



          (a)  Exhibits:
               Exhibit 27; Financial Data Schedule

          (b)  Reports on Form 8-K:
               The Company filed no reports on Form 8-K during the quarter ended
               October 31, 1998.




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<PAGE>
                                 S I G N A T U R E S





Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf of the  undersigned
thereunto duly authorized.






                                       UNIFLEX, INC.
                                       (Registrant)




                                     /S/HERBERT BARRY
                                     -------------------------------------
                                     Herbert Barry (Chairman Of The Board)




                                     /S/ROBERT GUGLIOTTA
                                     ------------------------------------
                                     Robert Gugliotta (VP Finance)




Date: December 14, 1998


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