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 APRIL 30, 1999


                         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:  4,300,352  shares  of the
Company's common stock - $.10 par value - were outstanding as of June 3, 1999.


<PAGE>

                                  UNIFLEX, INC.


                                      INDEX



                                                                        Page No.


PART I.   FINANCIAL INFORMATION


  Item 1.  Financial statements


     Consolidated condensed balance sheets -
      April 30, 1999 (unaudited) and January 31, 1999                      1

     Consolidated condensed statements of income (unaudited) -
      For the three months ended April 30, 1999 and 1998                   2

     Consolidated condensed statements of changes in stockholders' equity
      (unaudited) for the three months ended April 30, 1999 and 1998       3

     Consolidated condensed statements of cash flows (unaudited)
      for the three months ended April 30, 1999 and 1998                   4

     Notes to consolidated condensed financial statements (unaudited)   5 - 6


  Item 2.   Management's discussion and analysis of financial
            condition and results of operations                         7 - 8


PART II. OTHER INFORMATION


  Item 6.  Exhibits and reports on Form 8-K                                9


SIGNATURES                                                                10








<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                         UNIFLEX, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            APRIL 30,       JANUARY 31,
ASSETS                                                        1999            1999
                                                              ----            ----
                                                           (UNAUDITED)

<S>                                                       <C>           <C>
Current Assets
  Cash and cash equivalents                                 $ 2,024,159   $ 2,511,131
  Accounts receivable                                         4,225,027     4,520,477
  Inventories                                                 4,544,982     4,377,304
  Prepaid expenses and other current assets                     497,868       788,387
  Deferred tax asset                                            270,500       274,300
                                                            -----------   -----------

    Total Current Assets                                     11,562,536    12,471,599

Property and Equipment                                        7,526,983     7,316,029
Intangible Assets                                             3,240,678     2,879,684
Other Assets                                                    893,594       880,683
                                                            -----------   -----------

      Total Assets                                          $23,223,791   $23,547,995
                                                            ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt                      $   758,650   $ 1,174,100
  Accounts payable                                              993,304     1,440,760
  Accrued liabilities                                         1,261,752     1,187,621
                                                            -----------   -----------

      Total Current Liabilities                               3,013,706     3,802,481

Long-Term Debt                                                2,175,269     2,293,130
Deferred Compensation and Postretirement Medical Benefits     1,551,898     1,512,504
Deferred rent                                                   130,000       133,750
                                                            -----------   -----------

      Total Liabilities                                       6,870,873     7,741,865
                                                            -----------   -----------

Stockholders' Equity
  Common stock - par value $.10 per share
   10,000,000 shares authorized, 4,300,352 shares
   issued and outstanding                                       430,036       430,036
  Additional paid-in capital                                  1,689,549     1,689,549
  Retained earnings                                          14,233,333    13,686,545
                                                            -----------   -----------

      Total Stockholders' Equity                             16,352,918    15,806,130
                                                            -----------   -----------

      Total Liabilities and Stockholders' Equity            $23,223,791   $23,547,995
                                                            ===========   ===========
</TABLE>

The  consolidated  condensed  balance sheet at January 31, 1999 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>
                                             THREE MONTHS ENDED
                                                  APRIL 30,
                                                  ---------
                                             1999            1998
                                             ----            ----

<S>                                      <C>           <C>

Net sales                                  $ 9,666,150    $ 9,754,877

Cost of sales                                6,093,106      6,098,392
                                           -----------   ------------

Gross profit                                 3,573,044      3,656,485

Shipping and selling expenses                1,808,686      1,857,176
General and administrative expenses            810,915        868,355
                                           -----------   ------------

                                             2,619,601      2,725,531
                                           -----------   ------------

Income before other expenses                   953,443        930,954

Interest expense - net                          81,855        124,243
                                           -----------   ------------

Income before provision for income taxes       871,588        806,711

Provision for income taxes:
  Current                                      320,300        321,100
  Deferred                                       4,500         (6,100)
                                           -----------   ------------

                                               324,800        315,000
                                           -----------   ------------

Net income                                 $   546,788   $    491,711
                                           ===========   ============

Basic net income per share                 $       .13   $        .12
                                           ============  =============

Diluted net income per share               $       .13   $        .12
                                           ===========   =============

Average shares outstanding                   4,300,352      4,116,329

Dilutive effect of stock options                34,668        109,356
                                           -----------   ------------

Average shares outstanding assuming
 dilutive effect of stock options            4,335,020      4,225,685
                                           ===========   ============
</TABLE>



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

                                       2
<PAGE>

                         UNIFLEX, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED APRIL 30, 1999 AND 1998
                                   (UNAUDITED)

                                  COMMON STOCK
                                  ------------
<TABLE>
<CAPTION>
                                                                          ADDITIONAL
                                                                            PAID-IN     RETAINED
                                                SHARES          AMOUNT      CAPITAL     EARNINGS         TOTAL
                                                ------          ------     ---------    --------         -----

<S>                                         <C>          <C>           <C>           <C>           <C>

Balance at February 1, 1998                    4,066,152   $   406,616   $   847,175   $11,578,265   $12,832,056

Exercise of stock options                         15,000         1,500        19,800          --          21,300

Tax benefit from exercise of stock options          --            --          25,000          --          25,000

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

Net income                                          --            --            --         491,711       491,711
                                             -----------   -----------   -----------   -----------   -----------

Balance at April 30, 1998                      4,131,152   $   413,116   $ 1,186,975   $12,069,976   $13,670,067
                                             ===========   ===========   ===========   ===========   ===========


Balance at February 1, 1999                    4,300,352   $   430,036   $ 1,689,549   $13,686,545   $15,806,130

Net income                                          --            --            --         546,788       546,788
                                             -----------   -----------   -----------   -----------   -----------

Balance at April 1, 1999                       4,300,352   $   430,036   $ 1,689,549   $14,233,333   $16,352,918
                                             ===========   ===========   ===========   ===========   ===========

</TABLE>






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

                                       3

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

                           INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                                       APRIL 30,
                                                  1999           1998
                                                  ----           ----

<S>                                        <C>            <C>

Net cash provided by operating activities    $   865,112    $ 1,166,089
                                             -----------    -----------


Cash flows from investing activities:
  Purchase of property and equipment            (424,710)      (251,206)
  Purchase of intangible assets                 (394,063)       (26,250)
                                             -----------    -----------

     Net cash used in investing activities      (818,773)      (277,456)
                                             -----------    -----------


Cash flows from financing activities:
  Payment of long-term debt                     (533,311)    (2,915,777)
  Proceeds from long-term debt                      --        2,040,000
  Distribution to minority interest                 --          (76,499)
  Proceeds from exercise of stock options           --           21,300
                                             -----------    -----------

    Net cash used in financing activities       (533,311)      (930,976)
                                             -----------    -----------


Net decrease in cash                            (486,972)       (42,343)


Cash - beginning of period                     2,511,131      1,676,749
                                             -----------    -----------


Cash - end of period                         $ 2,024,159    $ 1,634,406
                                             ===========    ===========
</TABLE>



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

                                       4
<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 April 30, 1999 and the results of  operations  and
cash flows for the three  months  ended April 30,  1999 and 1998,  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, 1999.

The  results of  operations  for the three  months  ended April 30, 1999 are not
necessarily indicative of the operating results for the full year.


NOTE 2.  INVENTORIES:

A summary of inventory follows:

<TABLE>
<CAPTION>
                              April 30,   January 31,
                                1999         1999
                                ----         ----
                            (Unaudited)

<S>                         <C>        <C>
Raw materials and supplies   $2,267,467   $1,754,787
Work in process                 120,138      317,076
Finished products             2,157,377    2,305,441
                             ----------   ----------

                             $4,544,982   $4,377,304
                             ==========   ==========
</TABLE>


NOTE 3.  PENDING MERGER AND RECAPITALIZATION:

On March 8, 1999, the Company announced that Uniflex and an acquisition  entity,
Uniflex  Acquisition Corp. ("UAC") formed by RFE Investment Partners have signed
an  Agreement  and  Plan  of  Merger  and  Recapitalization  providing  for  the
acquisition by UAC of all of the  outstanding  shares of common stock and all of
the  outstanding  stock  options of Uniflex   (exclusive of the shares of common
stock to be retained as  described  below).  However,  there can be no assurance
that the transaction will ultimately be consummated.

The  transaction  is subject to certain  conditions,  including  the  successful
completion of the necessary financing and obtaining the necessary regulatory and
corporate  approvals,  including the approval of the shareholders of Uniflex. It
is expected that the  transaction  will be  consummated on or shortly after June
30, 1999.

                                       5

<PAGE>

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



NOTE 3.  PENDING MERGER AND RECAPITALIZATION (CONT'D.):

The  Merger  Agreement  provides  for a  statutory  merger of  Uniflex  with UAC
pursuant to which the holders of Uniflex's  issued and outstanding  common stock
(exclusive of the shares of common stock to be retained as described below) will
be  entitled  to  receive  $7.57 per share of common  stock and the  holders  of
options to purchase Uniflex common stock will be entitled to receive the excess,
if any, of $7.57 per share over the exercise  price per share of their  options.
Upon  consummation  of the  merger,  (i)  CMCO,  Inc.  and its  affiliates  that
currently own 300,158 shares of common stock of Uniflex will retain all of their
shares of common  stock of Uniflex  and (ii)  certain  officers,  directors  and
employees of Uniflex will retain no less than 322,000  shares of common stock of
Uniflex owned by them. Further,  Sterling/Carl Marks Capital, Inc. will purchase
99,075 shares of Uniflex  common stock at $7.57 per share  immediately  prior to
the  effective   time.   The   transaction  is  expected  to  be  treated  as  a
recapitalization for financial reporting purposes.

NOTE 4.  PURCHASE OF MINORITY MEMBER'S INTEREST:

On March 11, 1998, Uniflex,  Inc. ("Uniflex") announced an agreement to purchase
the  minority  interest  in  Uniflex  Southwest,  L.L.C.  Under  the  agreement,
consummated June 9, 1998, Uniflex agreed to pay $800,000 to acquire the minority
interest effective February 1, 1998. The purchase price is 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.

In the event of a change in control of the  Company,  this debt becomes due on a
demand basis. In anticipation of the transaction  described in Note 3, this debt
has been classified as a current liability.

                                       6


<PAGE>

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



NOTE 5.  MORTGAGE REFINANCING:

On  February  4, 1998,  the  Company  closed on a mortgage  loan (the  "Mortgage
Loan"). 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 175 basis points


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

                                       7


<PAGE>

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


NET SALES:

Net sales for the quarter  ended April 30, 1999 as compared to the quarter ended
April 30, 1998  decreased  $89,000 or .9% to  $9,666,000  from  $9,755,000.  The
change was not significant.

Net sales for the quarter  ended  April 30, 1999 as compared to the  immediately
preceding  quarter  ended  January  31,  1999  increased  $219,000  or  2.3%  to
$9,666,000 from  $9,447,000.  This increase was due primarily to increased sales
in the Advertising Specialty Division.

The Company's backlog at April 30, 1999 was $6,204,000 compared to $5,434,000 at
April 30, 1998, an increase of $770,000, or 14.2%.


COST OF SALES AND EXPENSES:

Cost of sales for the quarter  ended April 30, 1999,  as compared to the quarter
ended April 30, 1998 decreased  $5,000 to $6,093,000  from  $6,098,000.  Cost of
sales as a  percentage  of net sales for the quarter  ended April 30,  1999,  as
compared to the same quarter in the prior  fiscal year,  increased to 63.0% from
62.5%. The change was not significant.  The gross profit decreased to $3,573,000
or 37.0% for the quarter ended April 30, 1999 from $3,657,000,  or 36.4% for the
quarter ended April 30, 1998.

Cost of sales for the quarter  ended April 30, 1999,  as compared to the quarter
ended  January  31,  1999,   increased  $81,000,  or  1.4%  to  $6,093,000  from
$6,012,000.  As a percentage of net sales,  cost of sales decreased to 63.0% for
the quarter  ended April 30, 1999 from 63.6% for the quarter  ended  January 31,
1999.  The decrease was not  significant.  As a result of such  decrease,  gross
profit  increased to  $3,573,000  or 37.0% for the quarter  ended April 30, 1999
from $3,435,000, or 36.4% for the quarter ended January 31, 1999.

Shipping  and selling and general and  administrative  expenses  for the quarter
ended April 30, 1999, as compared to the quarter ended April 30, 1998, decreased
$106,000 or 3.9% to $2,620,000 from $2,726,000. This decrease is attributable to
a relationship  between variable costs and net sales and management's ability to
control its selling, general and administrative costs.

Shipping  and selling and general and  administrative  expenses  for the quarter
ended  April 30,  1999,  as  compared  to the  quarter  ended  January  31, 1999
increased  $132,000,  or 5.3%, to $2,620,000 from $2,488,000.  This increase was
attributable to increased sales and various other expense increases.


INTEREST EXPENSE:

Interest  expense  for the  quarter  ended  April 30,  1999,  as compared to the
quarter  ended April 30,  1998,  decreased  $42,000,  or 33.9%,  to $82,000 from
$124,000.  This decrease was primarily attributable to the fact that the Company
paid in full the debt related to the  acquisition  of certain  assets of Merrick
Packaging  Specialists Inc.  Throughout the quarter ended April 30, 1999, excess
cash was invested in short term financial instruments helping to offset interest
costs.

Interest  expense  for the  quarter  ended  April 30,  1999 as  compared  to the
quarter  ended  January 31, 1999  decreased  $2,000,  or 2.4%,  to $82,000  from
$84,000. The change was not significant.

                                       8

<PAGE>

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


NET INCOME:

Net income for the quarter ended April 30, 1999 was $547,000,  or $.13 per share
fully diluted, as compared to $492,000, or $.12 per share fully diluted, for the
quarter ended April 30, 1998.

Net income for the quarter ended April 30, 1999 was $547,000,  or $.13 per share
fully diluted, as compared to $518,000, or $.12 per share fully diluted, for the
quarter ended January 31, 1999.


WORKING CAPITAL AND LIQUIDITY:

Working  capital  increased to $8,549,000 at April 30, 1999,  from $7,197,000 at
April 30,  1998,  an increase of  $1,352,000,  or 18.8%,  resulting in a working
capital ratio of approximately  3.8 to 1. This increase was due primarily to the
fact  that the  Company  paid in full the debt  related  to the  acquisition  of
certain  assets of Merrick  Packaging  Specialists  Inc.,  thereby  reducing the
current portion of long term debt.

The  Registrant's  line of  credit  allows  for the  Registrant  to borrow up to
$3,500,000,  payable  interest  only at the prime rate or at LIBOR  plus  1-1/2%
through May 1, 2000, at which time any  outstanding  balance is payable in full.
Currently  the  Company  has not had to borrow  against  its  available  line of
credit.

The Registrant  believes it has sufficient  working  capital and unused lines of
credit to meet its expected liquidity and capital  expenditure  requirements for
the foreseeable future.

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 costs 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 implement such changes could have an adverse effect on future results
of operations.


RECENT EVENT:

On March 8, 1999, the Company announced that Uniflex and an acquisition  entity,
Uniflex  Acquisition  Corp.  ("UAC"),  formed by RFE Investment  Partners,  have
signed an Agreement and Plan of Merger and  Recapitalization.  The plan provides
for the acquisition by UAC of all of the outstanding  shares of common stock and
all the outstanding stock options of Uniflex  (exclusive of the shares of common
stock to be retained as  described  below).  However,  there can be no assurance
that the transaction will ultimately be consummated.

                                       9

<PAGE>

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


RECENT EVENT (CONT'D.):

The  transaction  is subject to certain  conditions,  including  the  successful
completion of the necessary financing and obtaining the necessary regulatory and
corporate  approvals,  including the approval of the shareholders of Uniflex. It
is expected that the  transaction  will be consummated on or shortly aftger June
30, 1999.

The  Merger  Agreement  provides  for a  statutory  merger of  Uniflex  with UAC
pursuant to which the holders of Uniflex's  issued and outstanding  common stock
(exclusive of the shares of common stock to be retained as described below) will
be  entitled  to  receive  $7.57 per share of common  stock and the  holders  of
options to purchase Uniflex common stock will be entitled to receive the excess,
if any, of $7.57 per share over the exercise  price per share of their  options.
Upon  consummation  of the  merger,  (i)  CMCO,  Inc.  and its  affiliates  that
currently own 300,158 shares of common stock of Uniflex will retain all of their
shares of common  stock of Uniflex  and (ii)  certain  officers,  directors  and
employees of Uniflex will retain no less than 322,000  shares of common stock of
Uniflex owned by them. Further,  Sterling/Carl Marks Capital, Inc. will purchase
from Uniflex  immediately  prior to the effective time, 99,075 shares of Uniflex
common stock at $7.57 per share.

                                       10




<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:
               Current Report on Form 8-K dated March 5, 1999, filed on March 8,
               1999,  reporting  Item 5,  Other  Events  and  Item 7,  Financial
               Statements, Pro Forma Financial Information and Exhibits.


<PAGE>


                               S I G N A T U R E S





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.






                                       UNIFLEX, INC.
                                       (Registrant)


                                         /s/ Herbert Barry
                                        -------------------------------------
                                        Herbert Barry (Chairman Of The Board)




                                         /s/ Thomas McPartland
                                        -------------------------------------
                                        Thomas McPartland (Acting Controller)



Date:  June 11, 1999


                                       12