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

                                  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 July 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 SService -- 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: 8,885,904.

================================================================================
<PAGE>





                         PART I - FINANCIAL INFORMATION

                          FARR COMPANY AND SUBSIDIARIES

                                    INDEX TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 3, 1999


Part I - Financial Information

Introduction

Condensed Consolidated Financial Statements

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

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

         Statements of Cash Flows for the six months ended July 3, 1999
           and July 4, 1998

         Notes to Condensed Consolidated Financial Statements

Management's Discussion and Analysis


Part II - Other Information

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

Item 6.a.         Exhibits




<PAGE>




                          FARR COMPANY AND SUBSIDIARIES

                                 INTRODUCTION TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 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 July 3, 1999 and the results of operations
     for the three and six months  ended July 3, 1999 and July 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 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                                                             July 3, 1999    Jan. 2, 1999
                                                                  --------------  --------------
                                                                    (Unaudited)      (Audited)
Current Assets:
<S>                                                                <C>             <C>
     Cash and cash equivalents ..................................  $  2,279,000    $  6,083,000
     Accounts receivable, less allowance of $391,000
         in 1999 and $370,000 in 1998 ...........................    18,294,000      19,433,000
     Inventories
         Raw materials ..........................................     3,571,000       4,629,000
         Work in process ........................................     4,088,000       3,413,000
         Finished goods .........................................     2,550,000       2,774,000
                                                                   ------------    ------------
                                                                     10,209,000      10,816,000
     Prepaid expenses ...........................................       777,000         688,000
     Income taxes receivable ....................................       849,000         849,000
     Deferred tax benefit .......................................     1,221,000       1,221,000
                                                                   ------------    ------------
       Total current assets .....................................    33,629,000      39,090,000
                                                                   ------------    ------------

Property, Plant and Equipment, at Cost
     Land .......................................................     2,263,000       2,246,000
     Buildings and improvements .................................    18,526,000      18,468,000
     Machinery and equipment ....................................    36,580,000      36,340,000
                                                                   ------------    ------------
                                                                     57,369,000      57,054,000
     Less-accumulated depreciation and amortization .............    39,883,000      39,027,000
                                                                   ------------    ------------
                                                                     17,486,000      18,027,000
Other ...........................................................     3,030,000       2,784,000
                                                                   ------------    ------------
                                                                   $ 54,145,000    $ 59,901,000
                                                                   ============    ============

Liabilities & Stockholders' Investment .........................   July 3, 1999    Jan. 2, 1999
                                                                  --------------  --------------
                                                                    (Unaudited)      (Audited)
Current Liabilities:
     Notes/overdraft payable to banks ..........................   $          0    $    145,000
     Accounts payable ..........................................      5,081,000       6,061,000
     Accrued liabilities .......................................      6,621,000       7,072,000
     Income taxes payable and deferred taxes ...................        833,000       1,287,000
                                                                   ------------    ------------
        Total current liabilities ..............................     12,535,000      14,565,000
                                                                   ------------    ------------

Deferred Income Taxes ..........................................      1,773,000       1,773,000
Other Non-current Liabilites ...................................      1,787,000       1,509,000
Commitments and Contingencies
Stockholders' Investment:
  Common  stock,  $.10  par  value--Authorized   20,000,000
      shares  Issued  and outstanding--8,885,904 shares at
      July 3, 1999 and 8,874,468 shares at January 2, 1999 .....        734,000         813,000
  Additional paid-in capital ...................................      8,948,000      11,421,000
  Cumulative translation adjustments ...........................     (2,191,000)     (2,405,000)
  Retained earnings:
    Balance beginning of year ..................................     32,225,000      27,644,000
    Net income for the period ..................................      3,334,000       7,205,000
    Other ......................................................     (5,000,000)     (2,624,000)
                                                                   ------------    ------------
    Balance at end of period ...................................     30,559,000      32,225,000
                                                                   ------------    ------------
      Total stockholders' investment ...........................     38,050,000      42,054,000
                                                                   ------------    ------------
                                                                   $ 54,145,000    $ 59,901,000
                                                                   ============    ============
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>

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

<S>                                                  <C>           <C>             <C>           <C>
Net Sales ........................................   $ 29,464,000  $ 30,434,000    $ 59,207,000  $ 62,423,000
Cost of Sales ....................................     21,679,000    22,534,000      43,680,000    46,317,000
                                                     ------------  ------------    ------------  ------------

Gross Margin .....................................      7,785,000     7,900,000      15,527,000    16,106,000

    Selling, general and administrative ..........      5,275,000     5,056,000      10,329,000    10,338,000
    Interest expense .............................         17,000        28,000          41,000        64,000
    Interest income ..............................        (46,000)      (62,000)       (110,000)     (130,000)
                                                     ------------  ------------    ------------  ------------

Total Expenses ...................................      5,246,000     5,022,000      10,260,000    10,272,000
                                                     ------------  ------------    ------------  ------------

Income Before Income Taxes .......................      2,539,000     2,878,000       5,267,000     5,834,000

Income Taxes .....................................        927,000     1,002,000       1,933,000     2,040,000
                                                     ------------  ------------    ------------  ------------

Net Income .......................................   $  1,612,000  $  1,876,000    $  3,334,000  $  3,794,000
                                                     ============  ============    ============  ============




Diluted Earnings per Common Share ................   $       0.21  $       0.22    $       0.42  $       0.45
                                                     ============  ============    ============  ============

Shares outstanding for diluted earnings ..........      7,735,902     8,500,624       7,951,549     8,488,368
                                                     ============  ============    ============  ============


Basic Earnings per Common Share ..................   $       0.21  $       0.23    $       0.43  $       0.46
                                                     ============  ============    ============  ============

Shares outstanding for basic earnings ............      7,550,007     8,318,971       7,775,755     8,296,475
                                                     ============  ============    ============  ============


</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                                           Year-to-Date
                                                                   July 3, 1999   July 4, 1998
                                                                   ------------   ------------
Cash Provided by ( Used in ) :
     Operating Activities:
<S>                                                                 <C>            <C>
         Net Income .............................................   $ 3,334,000    $ 3,794,000
           Adjustments to reconcile net income to net cash
                provided by operating activities:
            Depreciation and amortization .......................     1,243,000      1,203,000
            Provision for loss on accounts receivable ...........        79,000         80,000
            Equity in loss of affiliate .........................        40,000          9,000
            Benefit retirement trust ............................       370,000        525,000
            Change in deferred income taxes .....................       (35,000)        (1,000)
            Exchange gain (loss) ................................         9,000        (52,000)
            Net (gain) loss on sale/retirement of P,P & E .......       (10,000)         3,000
            Changes in assets and liabilities
               Inventories ......................................       649,000       (304,000)
               Receivables and prepaid expenses .................     1,136,000     (1,372,000)
               Accounts payable & accrued expenses ..............    (1,329,000)    (2,930,000)
               Net change in current income taxes payable .......      (454,000)       484,000
                                                                    -----------    -----------

             Net cash provided by operating activities ..........     5,032,000      1,439,000
                                                                    -----------    -----------

     Investing Activities:

         Purchases of property, plant and equipment .............      (747,000)    (1,344,000)
         Redemptions of short term investments ..................             0      2,031,000
         Note receivable - affiliate ............................             0       (106,000)
         Purchase of asset held for sale ........................      (176,000)             0
         Proceeds from sale of property, plant and equipment ....        10,000              0
         Purchase of investments, benefits trust ................      (370,000)      (525,000)
                                                                    -----------    -----------

             Net cash used in investing activities ..............    (1,283,000)        56,000
                                                                    -----------    -----------

     Financing Activities:

         Principal payments on revolving line of credit
          and long-term debt borrowings & overdrafts ............      (142,000)       (81,000)
         Treasury stock acquired ................................    (7,624,000)      (318,000)
         Proceeds from sale of stock, stock option plans ........        39,000        463,000
         Other ..................................................        88,000          7,000
                                                                    -----------    -----------

            Net cash used in financing activities ...............    (7,639,000)        71,000
                                                                    -----------    -----------

     Effect of Exchange Rate Changes on Cash ....................        86,000        (57,000)
                                                                    -----------    -----------

     (Decrease) Increase in Cash and Cash Equivalents ...........    (3,804,000)     1,509,000
     Cash and Cash Equivalents at Beginning of Period ...........     6,083,000      5,109,000
                                                                    -----------    -----------

         Cash and Cash Equivalents at End of Period .............   $ 2,279,000    $ 6,618,000
                                                                    ===========    ===========

</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>



                          FARR COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 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 second quarter of 1999,  437,500 shares were acquired
         under the repurchase program, bringing the total purchases to 1,158,050
         shares.

         As of July 3, 1999 and  January 2, 1999 the  Company  held in  treasury
         1,541,726  and  743,944  shares  of  its  common  stock  at a  cost  of
         $12,919,000 and $5,295,000, respectively.

         For the  current  period,  a change  in the  method of  presenting  the
         treasury stock was used. Common stock,  additional  paid-in capital and
         retained  earnings  amounts are reported  net of treasury  stock costs.
         Certain   reclassifications   have  been  made  to  the  prior   year's
         Stockholders' Equity to conform with the current year's presentation.

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.



<PAGE>




<TABLE>
<CAPTION>
                                                        Three Months Ended            Six Months Ended
                                                    July 3, 1999 July 4, 1998    July 3, 1999 July 4, 1998
                                                    ------------ ------------    ------------ ------------

BASIC EARNINGS PER SHARE CALCULATION

    Earnings:
    ---------
<S>                                                  <C>          <C>             <C>          <C>
    Net Income                                       $1,612,000   $1,876,000      $3,334,000   $3,794,000
                                                     ==========   ==========      ==========   ==========

    Shares:
    -------
    Weighted average number of common
        shares outstanding                            7,550,007     8,318,971      7,775,755    8,318,971
                                                      =========     =========      =========    =========

    Net Income Per Common Share                      $     0.21    $     0.23     $     0.43   $     0.46
                                                     ==========    ==========     ==========   ==========




DILUTED EARNINGS PER SHARE CALCULATION

    Earnings:
    ---------
    Net Income                                       $1,612,000    $1,876,000     $3,334,000   $3,794,000
                                                     ==========    ==========     ==========   ==========

    Shares:
    -------
    Weighted average number of common
        shares outstanding                            7,550,007     8,318,971      7,775,755    8,318,971
    Assuming exercise of options reduced by
        the number of shares which could have
        been purchased with the proceeds from
        exercise of such options                        185,895       181,653        175,794      181,653
                                                     ----------    ----------     ----------    ---------
    Weighted average number of common
        shares and dilutive common share
        equivalents outstanding                       7,735,902     8,500,624      7,951,549    8,500,624
                                                      =========     =========      =========    =========

    Net Income Per Common Share                      $     0.21    $     0.22     $     0.42   $     0.45
                                                     ==========    ==========     ==========   ==========
</TABLE>



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

<TABLE>
<CAPTION>
                                                       Three Months Ended            Six Months Ended
                                                    July 3, 1999 July 4, 1998    July 3, 1999 July 4, 1998
                                                    ------------ ------------    ------------ ------------

<S>                                                  <C>          <C>             <C>          <C>
 Net Income                                          $1,612,000   $1,876,000      $3,334,000   $3,794,000
 Other Comprehensive income, net of tax
   Foreign currency translation
     adjustments gain (loss)                            133,000     (339,000)        247,000    (104,000)
                                                        -------     ---------        -------    ---------

 Comprehensive Income                                $1,745,000    $1,537,000      $3,581,000  $3,690,000
                                                     ==========    ==========      ==========  ==========
</TABLE>


<PAGE>




                      MANAGEMENT'S DISCUSSION AND ANALYSIS


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

FINANCIAL CONDITION

As of July 3, 1999,  working capital was $21,094,000  compared to $24,525,000 at
the end of 1998, representing a $3,431,000 decrease in total working capital for
the first six months of 1999.  The primary  components  of the change in working
capital  during the first half were  decreases  in accounts  payable and accrued
liabilities  ($1,576,000),  decreases in accounts receivable  ($1,139,000) and a
net decrease in cash and cash equivalents ($3,804,000).

The decreases in accounts payable and accrued  liabilities  primarily  reflected
large accounts  payable payments  against open capital  expenditure  payables at
year-end and payments related to accrued employee benefit expenses. The decrease
in cash and cash equivalents reflects the Company's stock repurchase activity.

As of  July  3,  1999,  borrowing  availability  under  the  Company's  domestic
revolving  credit facility was  $10,000,000 and no borrowings were  outstanding.
This credit facility was amended May 13, 1999 to extend the maturity date of the
facility to June 2001 with the same credit terms and borrowing limit.

Operating  capital  requirements  of the Company are  anticipated to be provided
through  cash  flows   generated   from   operating   activities  and  borrowing
availability under the Company's domestic revolving credit facility.

During the second  quarter,  the Company  acquired  437,500 shares of its common
stock at a cost of $4,326,250 under its stock repurchase  program. As of July 3,
1999, a cumulative total of 1,158,050 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,  fund stock repurchase
program activity and meet current debt service requirements.


CASH FLOW

Cash flow  generated  from  operating  activities  during  the first six  months
totaled  $5,032,000  compared to $1,439,000  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 decreases in accounts  receivable,
inventory,  accounts payable and accrued  liabilities as compared to an increase
in working capital for the same period last year.

Capital  expenditures  for the first half decreased to $747,000 from  $1,344,000
for the same period a year ago. 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
---------------------

For the second  quarter of 1999, the Company's  sales of  $29,464,000  were down
$970,000 or 3 percent from 1998 second quarter sales of $30,434,000.  First half
1999  sales  of  $59,207,000  were  behind  last  year's  first  half  sales  of
$62,423,000 by 5.2 percent. Both the second quarter and first half sales results
reflected  softness  across all of the  Company's  markets  with Gas Turbine and
Custom OEM products  accounting  for most of the sales  decreases.  In addition,
weakening  Canadian foreign currency  exchange rates, as compared to last year's
level,   reduced  our   comparable   reported  first  half  sales  for  1999  by
approximately $340,000.

Foreign  subsidiary  1999 first half sales were behind  last  year's  first half
sales by 8 percent due to weak foreign  currency  exchange  rates as compared to
the prior year and weak  economic  conditions  in the United  Kingdom  that have
unfavorably impacted sales of our UK subsidiary.

Second quarter 1999 net income totaled $1,612,000, down $264,000 or 14.1 percent
from $1,876,000 in the second quarter last year.  First half 1999 net income was
$3,334,000,  representing a decrease of 12.1 percent from last year's first half
net income of $3,794,000. The decrease in second quarter income was attributable
to lower overall sales volume and higher selling  expenses  partially  offset by
improved gross margin  percentage  improvements  as gross margin as a percent of
sales  during the second  quarter  increased  to 26.4  percent as compared to 26
percent in the second quarter of 1998.

Selling, general and administrative expenses as a percentage of sales during the
quarter  increased  to 17.9 percent  compared to 16.6 percent  during the second
quarter  of  1998.  Second  quarter  spending  totaled  $5,275,000  compared  to
$5,056,000  for the same period last year,  reflecting  increases in selling and
marketing related expenses associated with new product introductions and planned
sales force staffing increases.

Changes in interest income  generally  reflect the Company's lower cash position
as compared to last year's average cash balances.

The effective tax rate during the second quarter  increased to 36.5 percent from
34.8 percent last year due to anticipating lower tax benefits being derived from
the Company's  Foreign Sales  Corporation  (FSC) and tax credits realized by the
Company's foreign subsidiaries.






<PAGE>



PART II. - OTHER INFORMATION

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

The  following  items were  submitted  for  stockholder  approval  at the Annual
Stockholder Meeting, May 4, 1999:

          o Election of three Directors for three year terms:

                                               Votes For        Votes Withheld

                  John C. Johnston             6,314,108            418,553

                  Richard P. Bermingham        6,314,108            418,553

                  John A. Sullivan             6,314,108            418,553

          o Amend the Company's restated certificate of incorporation to
          increase the total number of authorized shares of Common Stock from
          10,000,000 to 20,000,000:

                     Votes For                 Votes Against        Abstain

                     6,289,616                    416,415            26,630

          o Amend the 1993 Stock Option Plan for key employees of Farr Company
          to approve an increase in the aggregate number of shares of Common
          Stock reserved for issuance under such plan from 787,000 to 1,000,000:

                     Votes For                 Votes Against         Abstain

                     5,448,362                   1,168,830            89,295

                     Broker non-votes  26,174

Item 6.a.         Exhibits

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

- Exhibit 3.1            Certificate of Amendment to Restated Certificate of
                         Incorporation.
- Exhibit 4.66           Business Loan Agreement dated May 13, 1999 between Farr
                         Company, as borrower, and Bank of America National
                         Trust and Savings Association, as lender.
- Exhibit 10.43          Second Amendment to the 1993 Stock Option Plan for Key
                         Employees of Farr Company dated March 23, 1999.
- 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)


August 16, 1999                               /s/  Stephen E. Pegg

                                              Stephen E. Pegg
                                              Senior Vice President and
                                              Chief Financial Officer