TABLE OF CONTENTS




|                              |                                                                                               |  |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1.  Financial Statements                                                                
|                              | CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)                                      
|                              | CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)                                            
|                              | STATEMENTS OF CONSOLIDATED CONDENSED CASH FLOWS                                              
|                              | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)                             
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION   
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|                              | SIGNATURE                                                                                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For period ended July 31, 1999

Commission file number 1-10697

COMMERCIAL INTERTECH CORP.

(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-0159880                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|                                                              
|                                                              
|                                                              
|1775 Logan Avenue, Youngstown, Ohio                            |  | 44501-0239                          
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              

(330) 746-8011




(Registrants telephone number, including
area code)


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 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 the latest practical date.

Common Stock, $1 Par Value-14,692,174 shares as of September 1, 1999



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INDEX

COMMERCIAL INTERTECH CORP.

|          |                                                                                                                     |  |    |          |  |  |  |  | 
|--------- | ------------------------------------------------------------------------------------------------------------------- |  | -- | -------- |  |  |  |  | 
|          |                                                                                                                     |  |    | Page No.
|          |                                                                                                                     |  |    |         
|PART  I.  | FINANCIAL INFORMATION                                                                                              
|         
|         
|         
|         
|Item 1.   | Financial Statements                                                                                               
|         
|         
|         
|         
|          | Consolidated Condensed Statements of Income (unaudited) - Nine Months and
Three Months Ended July 31, 1999 and 1998 |  |    | 3        | 
|         
|         
|         
|         
|          | Consolidated Condensed Balance Sheets (unaudited) - July 31, 1999 and
October 31, 1998                              |  |    | 4        | 
|         
|         
|         
|         
|          | Statements of Consolidated Condensed Cash Flows (unaudited) - Nine Months
Ended July 31, 1999 and 1998              |  |    | 5        | 
|         
|         
|         
|         
|          | Notes to Consolidated Condensed Financial Statements (unaudited) -                                                 
|         
|         
|         
|         
|          | July 31, 1999                                                                                                       |  |    | 6        | 
|         
|         
|         
|         
|Item 2.   | Management's Discussion and Analysis of Financial Condition and
Results of Operations                               |  |    | 10       | 
|         
|         
|         
|         
|Item 3.   | Quantitative and Qualitative Disclosures About Market Risk                                                          |  |    | 17       | 
|         
|         
|         
|         
|PART II.  | OTHER INFORMATION                                                                                                  
|         
|         
|         
|         
|Item 6.   | Exhibits and Reports on Form 8-K                                                                                    |  |    | 18       | 
|         
|         
|         
|         
|SIGNATURE |                                                                                                                     |  | 19 |         

-2-



---












#### PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


#### COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)




|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |   |         |  
|--------------------------------------------- | ----------- | -------------------------------------------- | ------- | ----------------- | ------- | ------------------ | ------- | ---- | ------- | ---- | ------- | - | ------- | - | ------- | - | ------- | -
|                                              |             |                                              |         | Nine Months Ended |         | Three Months Ended
|(Thousands of dollars, except per share data) |             | July 31,                                     |         | July 31,         
|                                              |             |                                              |         |                  
|                                              |             |                                              |         | 1999              |         | 1998               |         | 1999 |         | 1998
|                                              |             |                                              |         |                   |         |                    |         |      |         |     
|Net sales                                     |             | $                                            | 395,243 |                   |         | $                  | 425,947 |      |         | $    | 135,693 |   |         | $ | 151,331 |  
|                                             
|                                             
|                                             
|                                             
|Less costs and expenses:                     
|                                             
|                                             
|                                             
|                                             
|                                              |             | Cost of products sold                        |         |                   | 298,637 |                    |         |      | 322,295 |      |         |   | 102,265 |   |         |   | 114,476 |  
|                                             
|                                             
|                                             
|                                             
|                                              |             | Selling, administrative and general expenses |         |                   | 64,574  |                    |         |      | 66,508  |      |         |   | 20,869  |   |         |   | 21,944  |  
|                                             
|                                             
|                                             
|                                             
|                                              |             | Nonrecurring costs                           |         |                   | 5,392   |                    |         |      | 0       |      |         |   | 0       |   |         |   | 0       |  
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|                                              |             |                                              | 368,603 |                   |         |                    | 388,803 |      |         |      | 123,134 |   |         |   | 136,420 |  
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|Operating income                              |             |                                              | 26,640  |                   |         |                    | 37,144  |      |         |      | 12,559  |   |         |   | 14,911  |  
|                                             
|                                             
|                                             
|                                             
|Nonoperating income (expense):               
|                                             
|                                             
|                                             
|                                             
|                                              |             | Interest income                              |         |                   | 692     |                    |         |      | 423     |      |         |   | 181     |   |         |   | 129     |  
|                                             
|                                             
|                                             
|                                             
|                                              |             | Interest expense                             |         |                   | (6,917  | )                  |         |      | (7,590  | )    |         |   | (2,229  | ) |         |   | (2,492  | )
|                                             
|                                             
|                                             
|                                             
|                                              |             | Foreign currency (losses)                    |         |                   | (1,087  | )                  |         |      | (633    | )    |         |   | (231    | ) |         |   | (119    | )
|                                             
|                                             
|                                             
|                                             
|                                              |             | Other                                        |         |                   | 548     |                    |         |      | 704     |      |         |   | 275     |   |         |   | 267     |  
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|                                              |             |                                              | (6,764  | )                 |         |                    | (7,096  | )    |         |      | (2,004  | ) |         |   | (2,215  | )
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|Income before income taxes                    |             |                                              | 19,876  |                   |         |                    | 30,048  |      |         |      | 10,555  |   |         |   | 12,696  |  
|                                             
|                                             
|                                             
|                                             
|Income taxes                                  |             |                                              | 7,623   |                   |         |                    | 10,841  |      |         |      | 3,657   |   |         |   | 4,367   |  
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|Net income                                    |             | $                                            | 12,253  |                   |         | $                  | 19,207  |      |         | $    | 6,898   |   |         | $ | 8,329   |  
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|Preferred stock dividends                     |             |                                              | (1,348  | )                 |         |                    | (1,385  | )    |         |      | (435    | ) |         |   | (458    | )
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|Net income applicable to common stock         |             | $                                            | 10,905  |                   |         | $                  | 17,822  |      |         | $    | 6,463   |   |         | $ | 7,871   |  
|                                              |             |                                              |         |                   |         |                    |         |      |         |      |         |   |         |   |         |  
|Earnings per share of common stock:          
|                                             
|                                             
|                                             
|                                             
|                                              | Net income:
|                                             
|                                             
|                                             
|                                             
|                                              |             | Basic                                        |         | $                 | 0.77    |                    |         | $    | 1.29    |      |         | $ | 0.46    |   |         | $ | 0.57    |  
|                                             
|                                             
|                                             
|                                             
|                                              |             | Diluted                                      |         | $                 | .0.71   |                    |         | $    | 1.11    |      |         | $ | 0.40    |   |         | $ | 0.48    |  
|                                             
|                                             
|                                             
|                                             
|Dividends per common share                    |             | $                                            | 0.450   |                   |         | $                  | 0.435   |      |         | $    | 0.150   |   |         | $ | 0.150   |  

See notes to consolidated condensed financial statements.

-3-



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#### COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)




|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |         |         |        |         | 
|------------------------------------ | ----------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ---- | ------- | ------- | ------- | ------ | ------- | ------- | ------- | ------ | ------- | 
|                                     | July 31,                      |                                                                    | October 31,                                                                                                                                                   
|(Thousands of dollars)               |                               |                                                                    |                                                                                                                                                                |                                            |         | 1999 |         | 1998   
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|ASSETS                              
|                                    
|                                    
|                                    
|                                    
|                                     | CURRENT ASSETS:              
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Cash and cash equivalents                                          |                                                                                                                                                                |                                            |         |      |         | $       | 29,057  |        |         | $       | 35,851  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Accounts receivable, less allowance (1999 - $2,794; 1998 - $2,703) |                                                                                                                                                                |                                            |         |      |         |         | 73,168  |        |         |         | 87,197  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Inventories                                                        |                                                                                                                                                                |                                            |         |      |         |         | 62,212  |        |         |         | 65,992  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Deferred income tax benefits                                       |                                                                                                                                                                |                                            |         |      |         |         | 15,851  |        |         |         | 15,172  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Prepaid expenses and other current assets                          |                                                                                                                                                                |                                            |         |      |         |         | 3,126   |        |         |         | 3,891   |       
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL CURRENT ASSETS                       |         |      |         |         |         |        | 183,414 |         |         |        | 208,103 | 
|                                    
|                                    
|                                    
|                                    
|                                     | PROPERTY, PLANT AND EQUIPMENT |                                                                    |                                                                                                                                                                |                                            |         |      |         | 243,196 |         |        |         | 232,804 |        
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Less allowance for depreciation                                    |                                                                                                                                                                |                                            |         |      |         |         | 130,542 |        |         |         | 124,940 |       
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      | 112,654 |         |         |        | 107,864 |        
|                                    
|                                    
|                                    
|                                    
|                                     | NONCURRENT ASSETS:           
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Intangible assets                                                  |                                                                                                                                                                |                                            |         |      |         |         | 40,244  |        |         |         | 42,242  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Pension assets                                                     |                                                                                                                                                                |                                            |         |      |         |         | 52,227  |        |         |         | 47,052  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Other assets                                                       |                                                                                                                                                                |                                            |         |      |         |         | 3,839   |        |         |         | 3,964   |       
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL NONCURRENT ASSETS                    |         |      |         |         |         |        | 96,310  |         |         |        | 93,258  | 
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                    
|                                    
|                                    
|                                    
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL ASSETS                               |         |      |         |         |         | $      | 392,378 |         |         | $      | 409,225 | 
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|LIABILITIES AND SHAREHOLDERS' EQUITY
|                                    
|                                    
|                                    
|                                    
|                                     | CURRENT LIABILITIES:         
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Bank loans                                                         |                                                                                                                                                                |                                            |         |      |         | $       | 4,697   |        |         | $       | 499     |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Accounts payable                                                   |                                                                                                                                                                |                                            |         |      |         |         | 41,380  |        |         |         | 50,896  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Accrued expenses                                                   |                                                                                                                                                                |                                            |         |      |         |         | 50,176  |        |         |         | 55,783  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Accrued income taxes                                               |                                                                                                                                                                |                                            |         |      |         |         | 6,473   |        |         |         | 9,885   |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Dividends payable                                                  |                                                                                                                                                                |                                            |         |      |         |         | 2,917   |        |         |         | 2,759   |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Current portion of long-term debt                                  |                                                                                                                                                                |                                            |         |      |         |         | 2,450   |        |         |         | 3,137   |       
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL CURRENT LIABILITIES                  |         |      |         |         |         |        | 108,093 |         |         |        | 122,959 | 
|                                    
|                                    
|                                    
|                                    
|                                     | NONCURRENT LIABILITIES:      
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Long-term debt                                                     |                                                                                                                                                                |                                            |         |      |         |         | 103,179 |        |         |         | 108,533 |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Deferred income taxes                                              |                                                                                                                                                                |                                            |         |      |         |         | 22,592  |        |         |         | 22,111  |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Postretirement benefits                                            |                                                                                                                                                                |                                            |         |      |         |         | 27,294  |        |         |         | 25,210  |       
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL NONCURRENT LIABILITIES               |         |      |         |         |         |        | 153,065 |         |         |        | 155,854 | 
|                                    
|                                    
|                                    
|                                    
|                                     | SHAREHOLDERS' EQUITY:        
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Preferred stock, no par value:                                    
|                                    
|                                    
|                                    
|                                    
|                                     |                               |                                                                    | Authorized:  10,000,000 shares
Series A participating preferred shares                                                                                         |                                            |         |      |         |         |         | 0      |         |         |         | 0      |        
|                                    
|                                    
|                                    
|                                    
|                                     |                               |                                                                    | Series B ESOP convertible preferred shares
Issued:  1999 - 893,343 shares; 1998 - 926,070 shares                                                               |                                            |         |      |         |         |         | 20,770 |         |         |         | 21,531 |        
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Common stock, $1 par value:                                       
|                                    
|                                    
|                                    
|                                    
|                                     |                               |                                                                    | Authorized:  30,000,000 shares
Issued:  1999 - 14,692,174 shares (excluding 1,790,577 in treasury);
1998 - 14,270,134 shares (excluding 1,937,689 in treasury) |                                            |         |      |         |         |         | 14,692 |         |         |         | 14,270 |        
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Capital surplus                                                    |                                                                                                                                                                |                                            |         |      |         |         | 8,305   |        |         |         | 5,749   |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Retained earnings                                                  |                                                                                                                                                                |                                            |         |      |         |         | 114,174 |        |         |         | 109,289 |       
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Deferred compensation                                              |                                                                                                                                                                |                                            |         |      |         |         | (13,822 | )      |         |         | (15,079 | )     
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Accumulated other comprehensive income:                           
|                                    
|                                    
|                                    
|                                    
|                                     |                               |                                                                    | Translation adjustment                                                                                                                                         |                                            | (12,899 | )    |         |         | (5,348  | )     
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                    
|                                    
|                                    
|                                    
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL SHAREHOLDERS' EQUITY                 |         |      |         |         |         |        | 131,220 |         |         |        | 130,412 | 
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        
|                                     |                               |                                                                    |                                                                                                                                                                | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |         |      |         |         |         | $      | 392,378 |         |         | $      | 409,225 | 
|                                     |                               |                                                                    |                                                                                                                                                                |                                            |         |      |         |         |         |        |         |        

See notes to consolidated condensed financial statements.

-4-



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#### COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
           STATEMENTS OF CONSOLIDATED CONDENSED CASH FLOWS




|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |         |       |        |         |  
|------------------------------------------------ | --------------------------------------------------------------------------------- | ------------ | ------------------------------------------- | ----------------------------------------------------- | ----- | ----------------- | ------- | ------- | ----- | ------ | ------- | -
|                                                 |                                                                                   |              |                                             |                                                       |       | Nine Months Ended
|(Thousands of dollars)                           |                                                                                   | July 31,    
|                                                 |                                                                                   |             
|                                                 |                                                                                   |              |                                             |                                                       |       | 1999              |         | 1998   
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|OPERATING ACTIVITIES:                           
|                                                
|                                                
|                                                
|                                                
|                                                 | Net income                                                                        |              | $                                           | 12,253                                                |       |                   | $       | 19,207  |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net income to net cash provided by operating
activities:
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Provision for depreciation and amortization |                                                       |       | 12,888            |         |         |       | 12,141 |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Amortization of deferred credit             |                                                       |       | 0                 |         |         |       | (1,064 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Nonrecurring costs, net of income taxes     |                                                       |       | 3,297             |         |         |       | 0      |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Postretirement benefit                      |                                                       |       | 36                |         |         |       | 422    |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Pension plan credits                        |                                                       |       | (5,625            | )       |         |       | (3,197 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Change in deferred income taxes             |                                                       |       | 2,005             |         |         |       | 1,184  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              | Change in current assets and liabilities:  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              |                                             | Decrease (increase) in accounts receivable            |       |                   | 11,027  |         |       |        | (8,262  | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              |                                             | Decrease (increase) in inventories                    |       |                   | 887     |         |       |        | (3,510  | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              |                                             | Decrease in prepaid expenses and other current assets |       |                   | 409     |         |       |        | 1,464   |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              |                                             | (Decrease) in accounts payable and accrued expenses   |       |                   | (11,364 | )       |       |        | (377    | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   |              |                                             | (Decrease) increase in accrued income taxes           |       |                   | (1,984  | )       |       |        | 3,735   |  
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|                                                 |                                                                                   |              |                                             | Net cash provided by operating activities             |       |                   | 23,829  |         |       |        | 21,743  |  
|                                                
|                                                
|                                                
|                                                
|INVESTING ACTIVITIES:                           
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sale of fixed assets                                                |              |                                             | 40                                                    |       |                   |         | 1,598   |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Business acquisition                                                              |              |                                             | 0                                                     |       |                   |         | 834     |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Capital expenditures                                                              |              |                                             | (19,646                                               | )     |                   |         | (15,721 | )    
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|                                                 |                                                                                   |              |                                             | Net cash (used) by investing activities               |       |                   | (19,606 | )       |       |        | (13,289 | )
|                                                
|                                                
|                                                
|                                                
|FINANCING ACTIVITIES:                           
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from long-term debt                                                      |              |                                             | 21,811                                                |       |                   |         | 14,849  |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Principal payments on long-term debt                                              |              |                                             | (27,085                                               | )     |                   |         | (16,344 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Net borrowings under bank loan agreements                                         |              |                                             | 4,502                                                 |       |                   |         | 621     |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from reserve contracts                                                   |              |                                             | 1,277                                                 |       |                   |         | 879     |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchase of reserve contracts                                                     |              |                                             | (3,019                                                | )     |                   |         | (4,202  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Conversion of other assets                                                        |              |                                             | 210                                                   |       |                   |         | (769    | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Dividends paid                                                                    |              |                                             | (7,739                                                | )     |                   |         | (7,357  | )    
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|                                                 |                                                                                   |              |                                             | Net cash (used) provided by financing activities      |       |                   | (10,043 | )       |       |        | (12,323 | )
|                                                
|                                                
|                                                
|                                                
|Effect of exchange rate changes on cash          |                                                                                   |              | (974                                        | )                                                     |       |                   | (548    | )      
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|Net (decrease) in cash and cash equivalents      |                                                                                   |              | (6,794                                      | )                                                     |       |                   | (4,417  | )      
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                   |              | 35,851                                      |                                                       |       |                   | 27,630  |        
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|Cash and cash equivalents at end of period       |                                                                                   | $            | 29,057                                      |                                                       |       | $                 | 23,213  |        
|                                                 |                                                                                   |              |                                             |                                                       |       |                   |         |        
|Supplemental disclosures:                       
|                                                
|                                                
|                                                
|                                                
|                                                 | Cash paid during the period for:                                                 
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Interest     |                                             | $                                                     | 8,118 |                   |         | $       | 8,240 |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Income taxes |                                             |                                                       | 9,498 |                   |         |         | 5,923 |       

See notes to consolidated condensed financial statements.

-5-



---



COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
July 31, 1999




NOTE A  BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements
of Commercial Intertech Corp. and Subsidiaries (the Company or Commercial
Intertech) have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the 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) considered necessary for a
fair presentation have been included. For further information, refer to the
consolidated financial statements and footnotes thereto included in Commercial
Intertech Corp. and Subsidiaries annual report on Form 10-K for the year ended
October 31, 1998. Operating results for the nine-month and three-month periods
ended July 31, 1999 are not necessarily indicative of the results that may be
expected for the year ended October 31, 1999.

NOTE B  INVENTORIES

Inventories consisted of the following:

|                |  |                |        |             |  |   |        | 
|--------------- |  | -------------- | ------ | ----------- |  | - | ------ | 
|                |  | July 31,       |        | October 31,
|                |  | 1999           |        | 1998       
|                |  |                |        |            
|                |  | (in thousands)
|Raw materials   |  | $              | 20,106 |             |  | $ | 23,341 | 
|               
|               
|               
|               
|Work-in-process |  |                | 30,119 |             |  |   | 31,460 | 
|               
|               
|               
|               
|Finished goods  |  |                | 11,987 |             |  |   | 11,191 | 
|                |  |                |        |             |  |   |        | 
|                |  | $              | 62,212 |             |  | $ | 65,992 | 
|                |  |                |        |             |  |   |        | 

-6-



---



NOTE C  SEGMENT REPORTING

The Company is engaged in the design, manufacture and sale of products
in two segments. The Hydraulic Systems group consists of gear pumps and motors,
control valves and telescopic cylinders which are sold primarily to original
equipment manufacturers and to independent distributors. The Building Systems
and Metal Products group consists of two operating units: Metal Stampings which
produces custom and standard metal stampings serving a variety of customers in
the United States and Building Systems which produces single and multi-story
buildings that serve many industries throughout Europe.

|      |                                     |                  |                  |        |                   |      |                    |   |         |      |      |   |         |      |   |   |         |      |  
|----- | ----------------------------------- | ---------------- | ---------------- | ------ | ----------------- | ---- | ------------------ | - | ------- | ---- | ---- | - | ------- | ---- | - | - | ------- | ---- | -
|      |                                     |                  |                  |        | Nine Months Ended |      | Three Months Ended
|      |                                     |                  |                  |        | July 31,          |      | July 31,          
|      |                                     |                  |                  |        |                   |      |                   
|      |                                     |                  |                  |        | 1999              |      | 1998               |   | 1999    |      | 1998
|      |                                     |                  |                  |        |                   |      |                    |   |         |      |     
|      |                                     |                  |                  |        | (in thousands)   
|      | Hydraulic Systems                  
|     
|     
|     
|     
|      |                                     | Net sales        |                  | $      | 272,266           |      |                    | $ | 294,161 |      |      | $ | 94,851  |      |   | $ | 101,821 |     
|     
|     
|     
|     
|      |                                     | Operating income |                  |        | 19,477            |      |                    |   | 22,168  |      |      |   | 7,708   |      |   |   | 7,828   |     
|     
|     
|     
|     
|      |                                     |                  | Percent to sales |        |                   | 7.2  | %                  |   |         | 7.5  | %    |   |         | 8.1  | % |   |         | 7.7  | %
|     
|     
|     
|     
|      | Building Systems and Metal Products
|     
|     
|     
|     
|      |                                     | Net sales        |                  | $      | 122,977           |      |                    | $ | 131,786 |      |      | $ | 40,842  |      |   | $ | 49,510  |     
|     
|     
|     
|     
|      |                                     | Operating income |                  |        | 12,555            |      |                    |   | 14,976  |      |      |   | 4,851   |      |   |   | 7,083   |     
|     
|     
|     
|     
|      |                                     |                  | Percent to sales |        |                   | 10.2 | %                  |   |         | 11.4 | %    |   |         | 11.9 | % |   |         | 14.3 | %
|     
|     
|     
|     
|      | Nonrecurring costs (See Note G)     |                  | $                | (5,392 | )                 |      | $                  | 0 |         |      | $    | 0 |         |      | $ | 0 |        
|     
|     
|     
|     
|TOTAL
|     
|     
|     
|     
|      |                                     | Net sales        |                  | $      | 395,243           |      |                    | $ | 425,947 |      |      | $ | 135,693 |      |   | $ | 151,331 |     
|     
|     
|     
|     
|      |                                     | Operating income |                  |        | 26,640            |      |                    |   | 37,144  |      |      |   | 12,559  |      |   |   | 14,911  |     
|     
|     
|     
|     
|      |                                     |                  | Percent to sales |        |                   | 6.7  | %                  |   |         | 8.7  | %    |   |         | 9.3  | % |   |         | 9.9  | %

-7-



---



NOTE D  PER SHARE DATA

The computation of basic and diluted earnings per share is shown below:

|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |       | 
|-------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | - | ------------------------------------- | ----- | ------------------ | - | ------ | ----- | ---- | - | ------ | ----- |  | - | ------ | ----- | 
|                                                                                                                     |                                                                                             |   | Nine Months Ended                     |       | Three Months Ended
|                                                                                                                     |                                                                                             |   | July 31,                              |       | July 31,          
|                                                                                                                     |                                                                                             |   |                                       |       |                   
|                                                                                                                     |                                                                                             |   | 1999                                  |       | 1998               |   | 1999   |       | 1998
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |     
|                                                                                                                     |                                                                                             |   | (in thousands, except per share data)
|Numerator:                                                                                                          
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Net income                                                                                                           |                                                                                             | $ | 12,253                                |       |                    | $ | 19,207 |       |      | $ | 6,898  |       |  | $ | 8,329  |       | 
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Series B preferred stock dividends                                                                                   |                                                                                             |   | (1,348                                | )     |                    |   | (1,385 | )     |      |   | (435   | )     |  |   | (458   | )    
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      
|Numerator for basic earnings per share -
net income applicable to common stock                                       |                                                                                             |   | 10,905                                |       |                    |   | 17,822 |       |      |   | 6,463  |       |  |   | 7,871  |      
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Effect of dilutive securities - Series B preferred
stock dividends and adjustments resulting from
assumed conversion |                                                                                             |   | 1,230                                 |       |                    |   | 1,222  |       |      |   | 404    |       |  |   | 420    |      
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      
|Numerator for diluted earnings per share -
net income applicable to common stock after
assumed conversion            |                                                                                             | $ | 12,135                                |       |                    | $ | 19,044 |       |      | $ | 6,867  |       |  | $ | 8,291  |      
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      
|Denominator:                                                                                                        
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Denominator for basic earnings per share -
weighted average shares outstanding                                       |                                                                                             |   | 14,072                                |       |                    |   | 13,847 |       |      |   | 14,160 |       |  |   | 13,929 |      
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Effect of dilutive securities:                                                                                      
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                     | Series B convertible preferred stock                                                        |   |                                       | 2,733 |                    |   |        | 2,816 |      |   |        | 2,700 |  |   |        | 2,799 | 
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                     | Assumed issuance of stock under stock option
and award plans based on treasury stock
method |   |                                       | 328   |                    |   |        | 459   |      |   |        | 373   |  |   |        | 441   | 
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      
|Denominator for diluted earnings per share -
weighted average shares outstanding and
impact of dilutive securities   |                                                                                             |   | 17,133                                |       |                    |   | 17,122 |       |      |   | 17,233 |       |  |   | 17,169 |      
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      
|Basic earnings per share                                                                                             |                                                                                             | $ | 0.77                                  |       |                    | $ | 1.29   |       |      | $ | 0.46   |       |  | $ | 0.57   |      
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      
|Diluted earnings per share                                                                                           |                                                                                             | $ | 0.71                                  |       |                    | $ | 1.11   |       |      | $ | 0.40   |       |  | $ | 0.48   |      
|                                                                                                                     |                                                                                             |   |                                       |       |                    |   |        |       |      |   |        |       |  |   |        |      

Options to purchase 146,750 shares of common stock at a weighted-average
exercise price of $19.12 per share were outstanding during the period ended July
31, 1999 but were not included in the computation of diluted earnings per share
because the exercise price of the options was greater than the average market
price of the common shares and, therefore, the effect would be antidilutive.

NOTE E  SHAREHOLDERS EQUITY

On February 10, 1999, the Company reported that the Board of Directors
has authorized the repurchase of up to 1,000,000 shares of Commercial Intertech
common stock to be used for employee benefit plans and other corporate purposes.
Purchases will be made from time to time in the open market and in private
transactions at prevailing prices. No time limit was placed on the duration of
the repurchase program. As of August 31, 1999, the Company has not repurchased
any of its common shares.

-8-



---



NOTE F  COMPREHENSIVE INCOME

As of November 1, 1998, the Company adopted Financial Accounting
Standards Board Statement No. 130, Reporting Comprehensive Income. The
adoption of this statement had no impact on the Companys financial condition or
results of operations. Statement No. 130 established standards for reporting
total nonowner changes in shareholders equity. For the Company, total nonowner
changes in shareholders equity include net income and the change in the
cumulative foreign exchange translation adjustment component of shareholders
equity. Nonowner changes in shareholders equity for the nine months ended July
31, 1999 and 1998 amount to increases of $4,702,000 and $16,448,000,
respectively. For the three months ended July 31, 1999 and 1998, nonowner
changes in shareholders equity amount to increases of $7,950,000 and
$8,191,000, respectively.

NOTE G  NONRECURRING COSTS

During the quarter ended January 31, 1999, the Company recorded a
nonrecurring charge of $5,392,000 ($3,297,000 after taxes) to recognize costs
incurred in connection with initiatives to reorganize certain areas of the
business and reduce operating costs. The nonrecurring costs consist of: (i)
charges totaling $5,074,000 in association with a voluntary early retirement
program and the separation of fixed support personnel at certain locations;
these actions will reduce the Companys worldwide employment by a total of 70
employees, and (ii) charges totaling $318,000 in connection with the
consolidation of certain operating facilities in the United States and Europe.
None of the recorded costs relate to the write-down or write-off of inventory or
fixed assets of the affected businesses. Most of the indicated actions were
completed in the first quarter of fiscal 1999 with the remainder scheduled for
completion before the current fiscal year-end. Of the total pre-tax charge of
$5,392,000, approximately $4,400,000 will be settled in the form of deferred
payments over an extended period of time. The remainder, of which approximately
$800,000 was expended during the nine months ended July 31, 1999, is expected to
be fully expended before October 31, 1999.

NOTE H  NEWLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (the FASB)
issued Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. Statement No. 133 was initially required to be adopted by the
Company effective for fiscal year ending October 31, 2000. In July 1999, the
FASB issued Statement No. 137, Accounting for Derivative Instruments and
Hedging Activities  Deferral of the Effective Date of FASB Statement No. 133,
which extends the effective date of Statement No. 133 for years beginning after
June 15, 2000 which would be effective for the fiscal year ending October 31,
2001 for the Company. Because of the Companys minimal use of derivatives,
management does not anticipate that the adoption of Statement No. 133 will have
a significant effect on earnings or the financial position of the Company.

NOTE I   OTHER MATTERS

On June 7, 1999, Harnischfeger Industries, Inc., a customer of the
Companys Hydraulic Systems group, filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. Accounts receivable owed to the
Company by Harnischfeger Industries, Inc. amounted to approximately $1.6 million
as of May 31, 1999. During the quarter ended July 31, 1999, the Company
eliminated substantially all of this exposure through sale of the receivables to
a third party. The related charge to earnings was immaterial. The Company
continues to conduct business with Harnischfeger under credit terms acceptable
to the Company.

-9-



---






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

RESULTS OF OPERATIONS

Third Quarter 1999 Compared With Third Quarter 1998

Consolidated Results

Fiscal 1999 third quarter sales of $135,693,000 were lower than sales
for the same quarter last year by $15,638,000 or 10 percent. Net income for the
current quarter totaled $6,898,000 compared with net income of $8,329,000 in the
prior year quarter which primarily reflects the decline in sales. Net income for
the third quarter of the prior fiscal year includes a charge of $567,000
associated with employee separation costs at the Companys German operations.

Net sales recorded by domestic operations totaled $79,823,000 during the
current quarter which were $4,319,000 or five percent less than net sales of the
third quarter of the prior fiscal year. The domestic Hydraulics Systems group
recorded net sales which were four percent lower than the third quarter of last
year. Sales of the domestic Metal Products group were 13 percent lower than the
same quarter last year.

Net sales of foreign operations totaled $55,870,000 which were
$8,425,000 or 13 percent lower than the third quarter of last year adjusted for
changes in currency exchange rates. The foreign Hydraulic Systems group reported
shipments which were nine percent lower than the third quarter of last year
adjusted for the effects of currency exchange differences. Sales of the
Companys Astron Division located in Europe were 16 percent lower on a
parity-adjusted basis.

Consolidated gross profit of $33,428,000 was $3,427,000 or nine percent
lower than the third quarter of fiscal 1998 which primarily reflects the impact
of the decline in sales during the current quarter. Despite the decline in
revenues, gross profit margins for the current quarter improved compared with
the third quarter of fiscal 1998 primarily reflecting the impact of profit
improvement initiatives.

Operating income of $12,559,000 in the current quarter was $2,352,000
lower than the same quarter last year which primarily reflects the decline in
sales during the current quarter. Operating income of the Hydraulic Systems
group of $7,708,000 was two percent lower than the same quarter last year. The
Building Systems and Metal Products group recorded operating income of
$4,851,000 which was 32 percent lower than operating income of the third quarter
of last year.

Industry Segments
- Hydraulic Systems

|                 |                  |   |                    |     |      |   |         |     |  
|---------------- | ---------------- | - | ------------------ | --- | ---- | - | ------- | --- | -
|                 |                  |   | Three Months Ended
|                 |                  |   | July 31,          
|                 |                  |   |                   
|                 |                  |   | 1999               |     | 1998
|                 |                  |   |                    |     |     
|                 |                  |   | (in thousands)    
|Net sales        |                  | $ | 94,851             |     |      | $ | 101,821 |    
|                
|                
|                
|                
|Operating income |                  |   | 7,708              |     |      |   | 7,828   |    
|                
|                
|                
|                
|                 | Percent to sales |   |                    | 8.1 | %    |   |         | 7.7 | %

The Hydraulic Systems segment accounted for 70 percent of the Companys total
sales and 61 percent of the total operating income during the current quarter.
Revenues in this segment were $94,851,000 in the current quarter which is
$6,970,000 less than segment revenues recorded in the third quarter of the prior
year which reflects continuing weaker demand globally in the mobile hydraulics
industry. Demand for agricultural, forestry, mining, material handling and
export markets in the U.S. was lower than a year ago. Construction equipment
sales, which had been expected to show signs of improvement, was flat for the
quarter. Orders from customers in the refuse and truck equipment industries were
strong during the current quarter.

-10-



---



Operating income in the current quarter of $7,708,000 essentially equaled last
years third quarter operating income. Current quarter operating margins
increased more than five percent, up to 8.1 percent of revenues versus 7.7
percent for the third quarter of fiscal 1998, despite a significant reduction in
revenues. Performance for the German business units improved over the third
quarter of last year while performance for the Companys operations in the
United Kingdom was marginally lower. Comprehensive efforts are underway to
develop strategies and initiatives which will improve the low gross margins
currently realized by the operations in the United Kingdom.

- Building Systems and Metal Products

|                 |                  |   |                    |      |      |   |        |      |  
|---------------- | ---------------- | - | ------------------ | ---- | ---- | - | ------ | ---- | -
|                 |                  |   | Three Months Ended
|                 |                  |   | July 31,          
|                 |                  |   |                   
|                 |                  |   | 1999               |      | 1998
|                 |                  |   |                    |      |     
|                 |                  |   | (in thousands)    
|Net sales        |                  | $ | 40,842             |      |      | $ | 49,510 |     
|                
|                
|                
|                
|Operating income |                  |   | 4,851              |      |      |   | 7,083  |     
|                
|                
|                
|                
|                 | Percent to sales |   |                    | 11.9 | %    |   |        | 14.3 | %

The Building Systems and Metal Products segment accounted for 30 percent of the
Companys total sales and 39 percent of total operating income during the
current quarter. Revenues in this segment were $40,842,000 which is $8,668,000
less than segment revenues of the third quarter of the prior year. Operating
income declined by $2,232,000 to $4,851,000 in the current quarter which
primarily reflects the impact of lower revenues for both Astron Building Systems
and Metal Products. Domestic Metal Products was affected by the continuation of
difficult business conditions in the storage and container industry. However,
sales of stamped metal components serving the truck equipment industry remained
strong for the period. The decline in the performance of Astron was due to the
carryover effects on builder-dealer capacities and capabilities due to poor
weather conditions, the lingering effects of the Kosovo conflict and start-up
costs associated with the commissioning of a new facility in the Czech Republic.

Nonoperating Income and Expense

During the third quarter of fiscal 1999, nonoperating expenses of $2,004,000
were $211,000 lower than the same quarter last year. Interest expense of
$2,229,000 in the current quarter was $263,000 lower than the prior year
primarily due to lower average interest rates in the current quarter compared
with the third quarter of fiscal 1998. Foreign currency exchange and translation
losses totaled $231,000 in the third quarter of fiscal 1999 compared with a loss
of $119,000 in the third quarter of the prior year.

The Company utilizes foreign currency forward contracts primarily to hedge the
principal and interest due on loans which are periodically made with foreign
subsidiaries. Deferred gains and losses from such hedging activities were
negligible at the end of the current quarter.

-11-



---



First Nine Months of 1999 Compared With First Nine Months of 1998

Consolidated Results

Sales for the first nine months of fiscal 1999 of $395,243,000 were lower than
sales for the same period last year by $30,704,000 or seven percent. Net income
for the current period totaled $12,253,000 compared with net income of
$19,207,000 in the prior year. Excluding an after-tax nonrecurring charge of
$3,297,000, net income for the current year would have been $15,550,000. Results
for the current period were also unfavorably impacted by an after-tax foreign
currency loss in Brazil of approximately $500,000 due to a currency devaluation
that occurred during the first quarter of the fiscal year.

Net sales recorded by domestic operations totaled $231,085,000 during the
current period which were $14,984,000 or six percent lower than net sales of the
first nine months of the prior fiscal year. The domestic Hydraulics Systems
group recorded net sales which were six percent lower than the first nine months
of last year. Sales of the domestic Metal Products group were eight percent
lower than the same period last year.

Net sales of foreign operations totaled $164,158,000 which were $13,964,000 or
eight percent lower than the first nine months of last year adjusted for changes
in currency exchange rates. The foreign Hydraulic Systems group reported
shipments which were nine percent lower than the same period last year adjusted
for the effect of currency exchange rate differences. Sales of the Companys
Astron Division were down seven percent from last year on a parity-adjusted
basis.

Consolidated gross profit of $96,606,000 was $7,046,000 or seven percent lower
than the first nine months of fiscal 1998 which primarily reflects the impact of
the decline in sales during the current period. Despite the decline in revenues,
gross profit margins for the current period declined compared with the first
nine months of fiscal 1998 primarily reflecting the impact of profit improvement
initiatives.

During the quarter ended January 31, 1999, the Company recorded a nonrecurring
charge of $5,392,000 ($3,297,000 after taxes) to recognize costs incurred in
connection with initiatives to reorganize certain areas of the business and
reduce operating costs. The nonrecurring costs consist of: (i) charges totaling
$5,074,000 in association with a voluntary early retirement program and the
separation of fixed support personnel at certain locations; these actions will
reduce the Companys worldwide employment by a total of 70 employees, and (ii)
charges totaling $318,000 in connection with the consolidation of certain
operating facilities in the United States and Europe. None of the recorded costs
relate to the write-down or write-off of inventory or fixed assets of the
affected businesses. Most of the indicated actions were completed in the first
quarter of fiscal 1999 with the remainder scheduled for completion before the
current fiscal year-end. Of the total pre-tax charge of $5,392,000,
approximately $4,400,000 will be settled in the form of deferred payments over
an extended period of time. The remainder, of which approximately $800,000 was
expended during the nine months ended July 31, 1999, is expected to be fully
expended before October 31, 1999. Annual savings from these profit improvement
initiatives should exceed $5,000,000 on a pre-tax basis. For fiscal 1999, most
of the savings from these programs will be realized in the last three quarters
of the fiscal year.

Operating income of $26,640,000 in the current period was $10,504,000 lower
than the same period last year which primarily reflects the lower level of sales
and the recognition of nonrecurring costs of $5,392,000 in the current period.
Operating income of the Hydraulic Systems group of $19,477,000 was 12 percent
lower than the same period last year. The Building Systems and Metal Products
group recorded operating income of $12,555,000 which was 16 percent lower than
operating income of the first nine months of last year.

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Industry Segments
- Hydraulic Systems

|                 |                  |   |                   |     |      |   |         |     |  
|---------------- | ---------------- | - | ----------------- | --- | ---- | - | ------- | --- | -
|                 |                  |   | Nine Months Ended
|                 |                  |   | July 31,         
|                 |                  |   |                  
|                 |                  |   | 1999              |     | 1998
|                 |                  |   |                   |     |     
|                 |                  |   | (in thousands)   
|Net sales        |                  | $ | 272,266           |     |      | $ | 294,161 |    
|                
|                
|                
|                
|Operating income |                  |   | 19,477            |     |      |   | 22,168  |    
|                
|                
|                
|                
|                 | Percent to sales |   |                   | 7.2 | %    |   |         | 7.5 | %

The Hydraulic Systems segment accounted for 69 percent of the Companys total
sales and 61 percent of the total operating income excluding nonrecurring costs.
Revenues in this segment were $272,266,000 in the current period which is
$21,895,000 less than segment revenues recorded in the first nine months of the
prior year. Operating income in the current period was $19,477,000 which is
$2,691,000 less than the prior year. The decline in performance of the Hydraulic
Systems segment reflects the impact of continuing weaker demand globally in the
mobile hydraulics industry. Demand from agricultural, construction equipment,
forestry, mining, material handling and export markets in the U.S. was lower
than a year ago. Orders from customers in the refuse and truck equipment
industries improved during the latest period. Performance for the German
operations improved over the same period of last year while the Companys
operations in the United Kingdom improved marginally during the nine months of
the current period despite marginally lower performance during the current
quarter.

- Building Systems and Metal Products

|                 |                  |           |        |                   |         |      |        |      |         | 
|---------------- | ---------------- | --------- | ------ | ----------------- | ------- | ---- | ------ | ---- | ------- | 
|                 |                  |           |        | Nine Months Ended
|                 |                  |           |        | July 31,         
|                 |                  |           |        |                  
|                 |                  |           |        | 1999              |         | 1998
|                 |                  |           |        |                   |         |     
|                 |                  |           |        | (in thousands)   
|                 |                  | Net sales |        | $                 | 122,977 |      |        | $    | 131,786 | 
|                
|                
|                
|                
|Operating income |                  |           | 12,555 |                   |         |      | 14,976 |     
|                
|                
|                
|                
|                 | Percent to sales |           |        | 10.2              | %       |      |        | 11.4 | %      

The Building Systems and Metal Products segment accounted for 31 percent of the
Companys total sales and 39 percent of total operating income excluding
nonrecurring costs. Revenues in this segment were $122,977,000 which is
$8,809,000 less than segment revenues of the prior year period. Operating income
declined by $2,421,000 to $12,555,000 in the current period. Net sales and
operating income for this business segment declined compared with the first nine
months of the prior year as the strength of Astron in the first quarter of the
current fiscal year was offset by negative factors occurring during the second
and third quarter which included inclement weather, the lingering effects of the
Kosovo conflict and the start-up costs associated with the commissioning of a
new facility in the Czech Republic. In addition, continued weakness in the
storage and container industry caused performance of domestic Metal Products to
fall short of the levels achieved in the first nine months of the prior year.

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Nonoperating Income and Expense

During the first nine months of fiscal 1999, nonoperating expenses of
$6,764,000 were $332,000 lower than the same period last year. Interest expense
of $6,917,000 in the current period was $673,000 lower than the prior year
period due to both lower levels of debt and lower average interest rates in the
current period compared with the first nine months of fiscal 1998. Foreign
currency exchange and translation losses totaled $1,087,000 in the first nine
months of fiscal 1999 compared with a loss of $633,000 in the same period of the
prior year. The increase in losses is primarily attributable to foreign currency
losses recorded in the current period for operations in Brazil where the local
currency was severely devalued during the quarter ended January 31, 1999.

The Company utilizes foreign currency forward contracts primarily to hedge the
principal and interest due on loans which are periodically made with foreign
subsidiaries. Deferred gains and losses from such hedging activities were
negligible at the end of the current period.

Taxes

The Companys effective income tax rate was 38.4 percent during the first nine
months of fiscal 1999 and 36.1 percent during the first nine months of the prior
fiscal year. The current year effective rate is somewhat higher primarily as a
result of reduced utilization of the tax loss carryforwards from the Companys
combined operations in Germany.

Impact of Year 2000

The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Companys computer programs that have time-sensitive software may recognize a
date using 00 as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations thereby causing disruptions of operations
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar normal business activities. The Year 2000
Issue could also impact embedded systems which are devices which are used to
control, monitor or assist in the operation of the Companys plant, machinery
and equipment. Embedded systems are an integral part of the system in which they
operate and the impact of the Year 2000 Issue may not be obvious in these
instances. Embedded systems can affect manufacturing and process control
systems, communications systems, systems related to the operation of buildings
and premises and the operation of office equipment.

During fiscal year 1998, the Company completed an assessment which
indicated that it was required to modify or replace portions of its software to
ensure that its computer systems will function properly with respect to dates in
the year 2000 and thereafter. A significant portion of the tasks identified by
the assessment have either been completed or are in the process of being
completed. The Company presently believes that, upon completion of all the
required modifications, the Year 2000 Issue will not pose significant
operational problems for its computer systems. However, if all system
modifications are not completed in a timely manner, the Year 2000 Issue could
have a material impact on the operations of the Company. The Companys
assessment also included an analysis of the impact of the Year 2000 Issue with
regard to its embedded systems to provide reasonable assurance that all plant,
machinery and equipment on which the Company depends will continue to function
in a satisfactory manner in the year 2000 and beyond. The Company has utilized,
and will continue to utilize, both internal and external resources to reprogram,
replace, and test the software for Year 2000 modifications. The Company
anticipates completing the Year 2000 project prior to any anticipated impact on
its operating systems. Current assessments indicate that projects to achieve
Year 2000 compliance will be completed by the end of our fiscal year 1999.
Presently, it is estimated that approximately 85 percent of such projects are
complete. The Company does not currently expect to develop a formal contingency
plan against failure to complete the project.

-14-



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Concurrent with the Year 2000 Issue, the Company is in the process of
replacing outdated computer hardware and software at major facilities in the
U.S. and Germany. The computer hardware and software being installed in those
countries will increase the functionality and efficiency of information
technology systems required to support manufacturing processes and
administrative functions. Costs incurred in this regard are being capitalized in
accordance with the Companys accounting policies. The amount capitalized
through July 31, 1999 in connection with these replacement programs is
approximately $5.0 million. Costs for converting the remainder of the Companys
computer systems to ensure Year 2000 compliance are estimated to be $1,125,000.
Of this amount, approximately $625,000 was expended prior to July 31, 1999.

Managements estimates of cost and time necessary to complete tasks
associated with the Year 2000 project were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources, third party modification plans and other factors. However, there can
be no guarantee that these estimates will be achieved, and actual results could
differ materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, and similar uncertainties.

The Company also made inquiries with regard to certain of its vendors
and suppliers with which it has a significant relationship in order to identify
any potential material adverse effects that may impact such third parties as a
result of the Year 2000 Issue. Although the Company believes its efforts will
adequately address the Year 2000 Issue internally, it is possible that the
Company will be adversely affected by problems encountered by its vendors or
suppliers. Despite any vendors or suppliers certification regarding Year 2000
compliance, there can be no assurance that the vendors or suppliers ability to
provide goods and services will not be adversely affected by the Year 2000
Issue. The most likely worst-case scenario would be that a failure by the
Company or one or more of its vendors or suppliers to adequately and timely
address the Year 2000 Issue would interrupt manufacturing of the Companys
products for an indeterminable period of time. The Company intends to identify
alternative vendors should a vendors ability to meet the Companys raw material
and supply requirements be impacted by the Year 2000 Issue. While the Company
believes it can minimize the impact of such non-compliance through the use of
these alternative vendors, a disruption in production could have a material
adverse impact on the Company.

Impact of Euro Conversion

On January 1, 1999, eleven of the fifteen member countries of the
European Union (the participating countries) established fixed conversion
rates between their existing sovereign currencies (the legacy currencies) and
a new common currency called the euro. The participating countries agreed to
adopt the euro as their common legal currency on that date. The euro currently
trades on currency exchanges and is available for non-cash transactions. The
legacy currencies are scheduled to remain legal tender in the participating
countries as denominations of the euro between January 1, 1999 and January 1,
2002 (the transition period). During the transition period, payment for goods
and services can be made using either the euro or the participating countrys
legacy currency. Beginning January 1, 2002, the participating countries will
withdraw all bills and coins denominated in the legacy currencies making
conversion to euro complete.

-15-



---



The Company believes it has identified all euro conversion issues and
formulated and implemented appropriate action plans. However, there can be no
certainty that such plans will successfully address euro conversion issues or
that external factors may arise as a result of euro conversion, either of which
may have an adverse effect on the Companys operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company expects that sufficient financial resources, generated from
both internal and external sources, will be available during the upcoming year
to meet operating needs, to meet scheduled debt repayments, to fund capital
expenditure programs and to fund the repurchase of up to 1,000,000 of its common
stock if such repurchase occurs. Cash and cash equivalents declined by
$6,794,000 during the first nine months of fiscal 1999 and totaled $29,057,000
at period end. Cash provided by operating activities during the current period
was $23,829,000 compared with cash provided of $21,743,000 in the same period
last year.

Cash used in investing activities was $19,606,000 in the first nine
months of fiscal 1999 compared with $13,289,000 used in the first nine months of
last year. Capital expenditures of $19,646,000 in the current period were
$3,925,000 greater than capital expenditures for the same period last year.

Cash used by financing activities was $10,043,000 during the current
period compared with $12,323,000 during the prior year period. During the
current period net long-term debt totaling $5,274,000 was repaid. Net borrowings
under short-term bank loan agreements was $4,502,000 in the current period which
primarily reflects the impact of short-term borrowings by the Companys
operations located in the Czech Republic.

On February 10, 1999, the Company reported that the Board of Directors
had authorized the repurchase of up to 1,000,000 shares of Commercial Intertech
common stock to be used for employee benefit plans and other corporate purposes.
Purchases will be made from time to time in the open market or in private
transactions at prevailing prices. No time limit was placed on the duration of
the repurchase program. The timing and extent of any purchases will depend upon
market conditions and other Company considerations and will be funded by
internally generated cash or through utilization of available credit. As of
August 31, 1999, the Company has not repurchased any of its common shares.

MARKET RISK

Information regarding market risk of the Company as of October 31, 1998
is presented under the caption Market Risk which is included in Item 7 of the
Companys annual report on Form 10-K for the year ended October 31, 1998. There
have been no material changes in the Companys exposure to market risk during
the nine months ended July 31, 1999 as described therein except for the
unfavorable financial impact of the severe devaluation of the currency in Brazil
as a result of local fiscal policies which occurred during the quarter ended
January 31, 1999. During the quarter ended January 31, 1999, the Company
incurred an after-tax foreign currency loss of approximately $500,000 as a
result of the devaluation. Since that time, the currency in Brazil has
stabilized and remained stable through July 31, 1999. Any future devaluation of
the currency in Brazil could negatively impact the Companys results of
operations.

BUSINESS OUTLOOK

Worldwide customer bookings were $130,178,000 during the current
quarter. Incoming customer orders for the Hydraulic Systems group totaled
$83,578,000 compared with $92,170,000 during the third quarter of the prior
fiscal year. Incoming Hydraulic Systems group orders in the U.S. for the current
quarter exceeded the level of the comparable period last year by four percent.
The Building Systems and Metal Products group logged customer orders of
$46,600,000 in the current quarter which was 12 percent below the corresponding
period of 1998, but two percent higher than the second quarter of fiscal 1999.
Astron orders continued to accelerate during the third quarter and the backlog
at the close of the period was 11 percent higher than at the beginning of the
fiscal year.

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Incoming customer orders totaled $387,894,000 during the first nine
months of fiscal 1999. Current period orders are 13 percent lower than orders
received last year on a parity-adjusted basis. Bookings for the first nine
months of fiscal 1999 for the Hydraulic Systems group of $252,008 000 were 16
percent lower than last years orders on a parity-adjusted basis. Bookings of
$135,886,000 for the Building Systems and Metal Products group were seven
percent less than the amount recorded in the first nine months of the prior
year.

The worldwide backlog of unshipped orders amount to $166,452,000 at July
31, 1999. The amount of unshipped orders is 10 percent lower than the balance at
the end of fiscal 1998 and 21 percent lower than the ending order backlog twelve
months ago, both adjusted for foreign currency exchange rate differences.
Worldwide backlog for the Hydraulic Systems group was $112,914,000 while the
backlog for the Building Systems and Metal Products group was $53,538,000, the
highest level in the most recent seven months of fiscal 1999.

Quotation levels and shipping release dates, combined with a strong
order backlog, suggest that Astron should report an excellent fourth quarter.
While orders remain strong for many of the major market segments served by
Hydraulic Systems in the United States, management is concerned about the
prospects for sustained recovery in economic conditions in Europe and Brazil.

The rate of recovery in demand from several of the industries the
Company serves has been slower than anticipated. While the Company is expected
to realize sequential quarter-over-quarter improvement in earnings, last years
record results are not likely to be matched in fiscal 1999.

FORWARD-LOOKING INFORMATION

Forward-looking statements contained in this Form 10-Q government filing
are made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Commercial Intertech Corp. has tried, wherever
possible, to identify these forward looking statements by using such words as
anticipate, believe, estimate, expect and similar expressions. The
Company cautions that a number of important factors could cause the Companys
actual results for 1999 and beyond to differ materially from those expressed in
any forward-looking statements made by or on behalf of the Company. These
important factors include, without limitation, demand for the Companys
products; competition by rival developers of hydraulic systems and building
systems and metal products; changes in technology; customer preferences; growth
in the hydraulic systems and building systems and metal products industries; and
general economic and business conditions. These important factors and other
factors which could affect the Companys results are detailed in the Companys
filings with the Securities and Exchange Commission and are included herein by
reference. The Company assumes no obligation to update the information in this
filing.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information regarding market risk of the Registrant is presented under
the caption Market Risk which is included in Item 2 of this report and is
incorporated herein by reference.

-17-



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PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

|           |  |   |  |                                                                                                                                                                                                                                                                  
|---------- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 11 |  | - |  | Statement re: Computation of Per Share Earnings
is inapplicable and has been omitted. The information
with respect to the computation of both basic and
diluted earnings per share is presented in Note D to
the financial statements included in PART I, Item 1.
|          
|          
|          
|          
|Exhibit 27 |  | - |  | Financial Data Schedule (filed herewith)                                                                                                                                                                                                                         

(b) Reports on Form 8-K

No reports were filed on Form 8-K during the quarter for which this
report is filed.

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SIGNATURE

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



| | COMMERCIAL INTERTECH CORP.
| | --------------------------

|     |                                                                        |  |    |                     
|---- | ---------------------------------------------------------------------- |  | -- | --------------------
|Date | September 8, 1999                                                      |  | By | /s/ Steven J. Hewitt
|     |                                                                        |  |    |                     
|     | Steven J. Hewitt
Senior Vice President and
Principal Financial Officer

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Commercial Intertech Corp.
Index To Exhibits Filed Herewith

|            |  |             |  |                        
|----------- |  | ----------- |  | -----------------------
|Exhibit No. |  | Description
|            |  |            
|27          |  | -           |  | Financial Data Schedule

-20-



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Commercial Intertech Corp.
1775 Logan Avenue
Youngstown, OH 44501



| | September 8, 1999
| | -----------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs:

Pursuant to regulations of the Securities and Exchange Commission, submitted
herewith for filing on behalf of Commercial Intertech Corp. (the Company) is
the Companys Quarterly Report on Form 10-Q (the Report) for the period ending
July 31, 1999.

This filing is being effected by direct transmission to the Commissions EDGAR System.



| | Very truly yours,
| | -----------------



| | COMMERCIAL INTERTECH CORP.
| | --------------------------



| | /s/Kenneth E. Stumbaugh
Kenneth E. Stumbaugh
Controller
| | -------------------------------------------------------

-21-