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

                             -----------------------
                                    FORM 10-Q
                             -----------------------

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

                 For the Quarterly Period ended April 3, 1999

                                       OR

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

             For the transition period from _________ to __________

                            -----------------------

                          Commission file number 0-4723

                                  FARR COMPANY
              Incorporated pursuant to the Laws of Delaware State

                            -----------------------

     Internal Revenue Service -- Employer Identification Number 95-1288401

                      2201 Park Place, El Segundo, CA 90245
                                 (310) 727-6300

                            -----------------------

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 ( )

Number of shares of registrants common stock outstanding as of close of the
period covered by this report: 8,880,186.

================================================================================

<PAGE>





                         PART I - FINANCIAL INFORMATION

                          FARR COMPANY AND SUBSIDIARIES

                                    INDEX TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  APRIL 3, 1999

Part I - Financial Information

Introduction

Condensed Consolidated Financial Statements

    Balance Sheets - April 3, 1999 and January 2, 1999

    Income Statements for the three months ended April 3, 1999 and April 4, 1998

    Statements of Cash Flows for the three months ended April 3, 1999 and
      April 4, 1998

    Notes to Condensed Consolidated Financial Statements

Management's Discussion and Analysis


Part II - Other Information

Item 6.a.      Exhibits



<PAGE>




                          FARR COMPANY AND SUBSIDIARIES

                                 INTRODUCTION TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  APRIL 3, 1999


     The Condensed  Consolidated  Financial Statements included herein have been
prepared by the Company without audit, and include all adjustments which are, in
the opinion of management,  necessary for a fair  presentation  of the financial
position as of April 3, 1999 and the results of operations  for the three months
ended April 3, 1999 and April 4, 1998 pursuant to the rules and  regulations  of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations  although the Company  believes that the
disclosures are adequate to make the information presented not misleading. These
condensed  consolidated  financial statements should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's latest annual report on Form 10-K.



<PAGE>
<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
Assets                                                                  Apr. 3, 1999     Jan. 2, 1999
                                                                        ------------    -------------
                                                                         (Unaudited)      (Audited)
Current Assets:
<S>                                                                     <C>             <C>        
   Cash and cash equivalents.........................................   $  5,356,000    $  6,083,000
   Accounts receivable, less allowance of $388,000 in
       1999 and $370,000 in 1998.....................................     18,617,000      19,433,000
   Inventories
        Raw materials................................................      3,847,000       4,629,000
        Work in process..............................................      3,516,000       3,413,000
        Finished goods...............................................      3,101,000       2,774,000
                                                                        ------------    ------------
                                                                          10,464,000      10,816,000
   Prepaid expenses..................................................        680,000         688,000
   Income taxes receivable...........................................        849,000         849,000
   Deferred tax benefit..............................................      1,221,000       1,221,000
                                                                        ------------    ------------
         Total current assets........................................     37,187,000      39,090,000
                                                                        ------------    ------------
Property, Plant and Equipment at cost
   Land..............................................................      2,264,000       2,246,000
   Buildings and improvements........................................     18,490,000      18,468,000
   Machinery and equipment...........................................     36,118,000      36,340,000
                                                                        ------------    ------------
                                                                          56,872,000      57,054,000
   Less-accumulated depreciation and amortization....................     39,236,000      39,027,000
                                                                        ------------    ------------
                                                                          17,636,000      18,027,000
Other................................................................      2,926,000       2,784,000
                                                                        ------------    ------------
                                                                        $ 57,749,000    $ 59,901,000
                                                                        ============    ============



Liabilities & Stockholders' Investment                                  Apr. 3, 1999    Jan. 2, 1999
                                                                        ------------    ------------
Current Liabilities:
   Notes/overdraft payable to banks..................................   $     34,000    $    145,000
   Accounts payable..................................................      5,384,000       6,061,000
   Accrued liabilities...............................................      6,734,000       7,072,000
   Income taxes payable and deferred taxes...........................      1,491,000       1,287,000
                                                                        ------------    ------------
      Total current liabilities......................................     13,643,000      14,565,000
                                                                        ------------    ------------
Deferred Income Taxes................................................      1,773,000       1,773,000
Other Non-current Liabilities........................................      1,718,000       1,509,000
Commitments and Contingencies........................................           --              --
Stockholders' Investment:
   Common stock, $.10 par value--Authorized 10,000,000 shares
   Issued and outstanding--8,880,186 shares at April 3,
      1999 and 8,874,468 shares at January 2, 1999...................        778,000         813,000
   Additional paid-in capital........................................      5,240,000       8,480,000
   Cumulative translation adjustments................................     (2,324,000)     (2,405,000)
   Retained earnings:
      Balance beginning of year......................................     35,166,000      27,644,000
      Net income for the period......................................      1,722,000       7,205,000
      Other..........................................................         33,000         317,000
                                                                        ------------    ------------
      Balance at end of period.......................................     36,921,000      35,166,000
                                                                        ------------    ------------
         Total stockholders' investment..............................     40,615,000      42,054,000
                                                                        ------------    ------------
                                                                        $ 57,749,000    $ 59,901,000
                                                                        ============    ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.


<PAGE>

<TABLE>


                          FARR COMPANY AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                                   (Unaudited)
<CAPTION>
                                                         Three Months Ended
                                                   April 3, 1999   April 4, 1998
                                                   -------------   -------------

<S>                                                <C>             <C>         
Net Sales........................................  $ 29,743,000    $ 31,989,000
Cost of Sales....................................    22,001,000      23,783,000
                                                   ------------    ------------

Gross Margin.....................................     7,742,000       8,206,000

    Selling, general and administrative expense..     5,054,000       5,282,000
    Interest expense.............................        24,000          36,000
    Interest income..............................       (64,000)        (68,000)
                                                   ------------    ------------

Total Expenses...................................     5,014,000       5,250,000
                                                   ------------    ------------

Income Before Income Taxes.......................     2,728,000       2,956,000

Income Taxes.....................................     1,006,000       1,038,000
                                                   ------------    ------------

Net Income.......................................  $  1,722,000    $  1,918,000
                                                   ============    ============






Diluted Earnings per Common Share *..............  $       0.21    $       0.23
                                                   ============    ============


Basic Earnings per Common Share..................  $       0.22    $       0.23
                                                   ============    ============


</TABLE>



*  Based upon 8,167,194 and 8,476,084 average shares outstanding at April
   3, 1999 and April 4, 1998, respectively. The average shares outstanding
   have been restated to reflect the 3-for-2 stock split declared in April
   1998.


The accompanying notes are an integral part of these statements.


<PAGE>


<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                              Three Months Ended
Cash Provided by ( Used in ) :                            April 3, 1999  April 4, 1998
                                                          -------------  -------------
<S>                                                       <C>            <C>
Operating Activities:
Net Income............................................... $ 1,722,000    $ 1,918,000
  Adjustments to reconcile net income to net cash
       Provided by operating activities:
   Depreciation and amortization.........................     617,000        626,000
   Provision for loss on accounts receivable.............      40,000         40,000
   Equity in loss of affiliate...........................      21,000           --
   Benefit retirement trust..............................     231,000        397,000
   Exchange gain (loss)..................................     (47,000)        16,000
   Net loss on sale/retirement of P,P & E................     (10,000)          --
   Change in assets and liabilities
       Inventories.......................................     372,000       (730,000)
       Receivables and prepaid expenses..................     849,000        108,000
       Accounts payable & accrued expenses...............    (896,000)    (2,902,000)
       Net change in current income taxes payable........     186,000        875,000
                                                          -----------    -----------
   Net cash provided by operating activities.............   3,085,000        348,000
                                                          -----------    -----------

Investing Activities:
Purchases of property, plant and equipment...............    (300,000)      (777,000)
Redemption of short term investments.....................        --        2,031,000
Issuance of note receivable - affiliate..................        --         (106,000)
Investments in joint venture.............................      42,000           --
Proceeds from sales of property, plant and equipment.....      10,000           --
Purchase of investments, benefits trust..................    (231,000)      (397,000)
                                                          -----------    -----------
    Net cash provided by (used in) investing activities..    (479,000)       751,000
                                                          -----------    -----------

Financing Activities:
Proceeds from (payments on) revolving line of credit.....    (111,000)       128,000
Treasury stock acquired..................................  (3,296,000)       (19,000)
Proceeds from sale of stock, stock option plans..........      21,000         34,000
Other (Principal payments on notes receivable)...........       5,000          2,000
                                                          -----------    -----------
   Net cash provided by (used in) financing activities...  (3,381,000)       145,000
                                                          -----------    -----------
Effect of Exchange Rate Changes on Cash..................      48,000          6,000
                                                          -----------    -----------
(Decrease) increase in Cash and Cash Equivalents.........    (727,000)     1,250,000
Cash and Cash Equivalents at Beginning of Period.........   6,083,000      5,109,000
                                                          -----------    -----------
Cash and Cash Equivalents at End of Period............... $ 5,356,000    $ 6,359,000
                                                          ===========    ===========
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>



                          FARR COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  APRIL 3, 1999

                                   (Unaudited)

1.       There  have been no  significant  changes  in the  Company's  policies,
         practices  or  position  from  that  described  in  the  notes  to  the
         Consolidated Financial Statements included in the 1998 Annual Report to
         Stockholders  which was  incorporated by reference in the Annual Report
         on Form 10-K for the year ended January 2, 1999.

2.       Common Stock
         On February 16, 1999 and May 4, 1999, the Board of Directors authorized
         purchases of 500,000  shares and  1,000,000  shares,  respectively,  in
         addition to the original 500,000 shares under the stock repurchase plan
         approved on June 26,  1998.  Under the plan,  the Company may  purchase
         from time to time a cumulative  total of 2,000,000 shares of its common
         stock either on the open market or through negotiated transactions.  No
         time  limit  has  been  set for  completion  of this  stock  repurchase
         program.  Shares purchased are planned to be made with existing cash on
         hand.  During the first quarter of 1999,  360,000  shares were acquired
         under the repurchase  program,  bringing the total purchases to 720,550
         shares.

         As of April 3, 1999 and  January 2, 1999 the  Company  held in treasury
         1,103,944  and  743,944  shares  of  its  common  stock  at a  cost  of
         $8,591,000 and $5,295,000, respectively.  Outstanding stock amounts are
         reflected  net of  outstanding  treasury  shares  in  the  Consolidated
         Statements of Stockholders' Investment.

         On March 23, 1999, the Board of Directors  extended the expiration date
         of the Company's stock Rights  Agreement from April 3, 1999 to April 3,
         2009.

3.       Earnings per Share Calculation
         As a result of the 3-for-2 stock split distributed on May 29, 1998, per
         share  amounts  for 1998 have been  restated  to reflect  the  weighted
         average  number of shares of common  stock  outstanding.  The per share
         amounts are  calculated as though the stock split occurred in the first
         day of the year.
<TABLE>
<CAPTION>
                                                 April 3, 1999    April 4, 1998
                                                 -------------    -------------

BASIC EARNINGS PER SHARE CALCULATION
<S>                                               <C>               <C>       
  Earnings:
  ---------
    Net Income.................................   $1,722,000        $1,918,000
                                                  ==========        ==========

  Shares:
  -------
    Weighted average number of common
      shares outstanding.......................    8,001,502         8,273,979
                                                   =========         =========

    Net Income Per Common Share................   $     0.22        $     0.23
                                                  ==========        ==========



<PAGE>
                                                 April 3, 1999    April 4, 1998
                                                 -------------    -------------

DILUTED EARNINGS PER SHARE CALCULATION

  Earnings:
  ---------
    Net Income.................................   $1,722,000        $1,918,000
                                                  ==========        ==========

  Shares:
  -------
    Weighted average number of common
      shares outstanding.......................    8,001,502         8,273,979
    Assuming exercise of options reduced by
      the number of shares which could have
      been purchased with the proceeds from
      exercise of such options.................      165,692           202,105
                                                   ---------        ----------
    Weighted average number of common
      shares and dilutive common share
      equivalents outstanding..................    8,167,194         8,476,084
                                                   =========         =========

    Net Income Per Common Share................   $     0.21        $     0.23
                                                  ==========        ==========
</TABLE>


4.       Comprehensive  income  for the  current  quarter and  comparable  prior
         year's quarter are as follows:

<TABLE>
<CAPTION>
                                                   April 3, 1999  April 4, 1998
                                                   -------------  -------------

<S>                                                  <C>            <C>       
Net Income......................................     $1,722,000     $1,918,000
Other Comprehensive income, net of tax
  Foreign currency translation adjustments......         81,000        235,000
                                                     ----------     ----------

Comprehensive Income............................     $1,803,000     $2,153,000
                                                     ==========     ==========
</TABLE>




<PAGE>




                      MANAGEMENT'S DISCUSSION AND ANALYSIS


Liquidity and Capital Resources
-------------------------------


FINANCIAL CONDITION

As of April 3, 1999, working capital was $23,544,000  compared to $24,525,000 at
the end of 1998,  representing a $981,000  decrease in total working capital for
the first three months of 1999. The primary  components of the change in working
capital  during  the  first  quarter  were  decreases  in  accounts   receivable
($816,000),   inventories  ($352,000),  and  cash  and  short  term  investments
($727,000)  partially  offset by  decreases  in  accounts  payable  and  accrued
liabilities ($1,126,000).

The decrease in accounts  receivable  reflects improved  collections  during the
first quarter of 1999 compared to the fourth  quarter of 1998.  The decreases in
accounts payable and accrued  liabilities  primarily reflect payments related to
accrued employee benefit expenses made during the first quarter.

As of April  3,  1999,  borrowing  availability  under  the  Company's  domestic
revolving  credit facility was  $10,000,000 and no borrowings were  outstanding.
This credit  facility  expires in June 1999 and is anticipated to be extended to
June 2001 with the same credit terms and borrowing limit.

During the first  quarter,  the Company  acquired  360,000  shares of its common
stock  ($3,296,000) under its stock repurchase  program.  As of April 3, 1999, a
cumulative  total  of  720,550  shares  have  been  purchased  under  the  stock
repurchase program.

The  Company's  cash flow  generated  from  operating  activities  combined with
current cash  balances are  anticipated  to generate  adequate cash flow to meet
planned  operating  needs,  provide for  capital  spending,  complete  the stock
repurchase  program  covering  2,000,000  shares and meet  current  debt service
requirements.


CASH FLOW

Cash flow from operating  activities during the first quarter totaled $3,085,000
compared to $348,000  for the same period a year ago.  The increase in cash flow
from  operating  activities  was  primarily  related to the  decrease in working
capital  associated  with the smaller  decrease in accounts  payable and accrued
expenses as  compared  to the same  period a year ago and the current  quarter's
decrease in accounts receivable.

Capital  expenditures  during  the first  quarter  decreased  to  $300,000  from
$777,000 for the same period last year. Capital expenditures decreased from 1998
levels as 1998  expenditures  included the Company's new  headquarters  facility
that did not reoccur in 1999.



<PAGE>





Results of Operations
---------------------


First quarter 1999 sales of $29,743,000  were down  $2,246,000 or 7 percent from
1998  first  quarter  sales of  $31,989,000.  The  decrease  in sales  reflected
continued softness in demand for air filtration products both in our foreign and
domestic markets. Foreign subsidiary sales were down 14 percent during the first
quarter compared to the same period a year ago.

First quarter net income  totaled  $1,722,000,  down $196,000 or 10 percent from
$1,918,000 in the first quarter last year.  The sales decrease  discussed  above
was the  primary  factor  driving  the  decline in net income  results.  Foreign
subsidiaries'   net  income  accounted  for  approximately  27  percent  of  the
consolidated  net income,  and was down from 30 percent  from last year's  first
quarter primarily as a result of lower sales volume in our U.K. subsidiary.

Gross margin as a percent of sales during the first quarter  increased  slightly
to 26.0  percent as compared to 25.7  percent  during the first  quarter of last
year.   The  increase  was   primarily  due  to  improved   domestic   operating
efficiencies.

Selling, general and administrative expenses as a percentage of sales during the
first  quarter of 1999 were 17.0  percent  compared to 16.5  percent  during the
first quarter of 1998.  First quarter spending  totaled  $5,054,000  compared to
$5,282,000 for the same period last year,  reflecting  modest decreases in total
marketing and selling expenses associated with lower sales volume.

The nominal  changes in  interest  expense  and  interest  income over the first
quarter last year reflect  changes in the  Company's  average cash and borrowing
balances.

The effective tax rate during the first quarter  increased to 37 percent from 35
percent  last  year due to lower  tax  benefits  associated  with the  Company's
Foreign Sales Corporation (FSC).




<PAGE>


                           PART II - OTHER INFORMATION



Item 6.a.         Exhibits
---------         --------

The following is being filed with this Quarterly Report on Form 10-Q.

 - Exhibit 27     Financial Data Schedule.






         -------------------

     Copies of Exhibits are  available,  on  prepayment of 15 cents per page, by
writing to the  Secretary  of the  Company at the address set forth on the cover
page of this Form 10-Q.



<PAGE>




                     PART II - OTHER INFORMATION - CONTINUED

                                   Signatures


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



                                         FARR COMPANY                       
                                         (Registrant)
 

May 14, 1999                             /s/  Steve Pegg                      
                                              Steve Pegg
                                              Senior Vice President and
                                              Chief Financial Officer