UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1998

                               OR

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

For the transition period from ________________ to __________________

                         Commission file number 0-2977

                        General Magnaplate Corporation
            -----------------------------------------------------
           (Exact name of registrant as specified in its charter)

               New Jersey                                22-1641813
     -------------------------------                 ------------------
     (State or other jurisdiction of                    IRS Employer
     incorporation or organization)                  Identification No.

     1331 U.S. Route 1, Linden, New Jersey                     07036
     -------------------------------------                   ---------
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (908) 862-6200
                                                    --------------
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 May 6, 1998 :

Common Stock, No Par Value                                   4,918,794
--------------------------                               -----------------
       (Class)                                           (Number of Shares)
<PAGE>

                               INDEX OF DOCUMENTS


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
                  Accountants' Report
                  Balance Sheet - End of Current Quarter
                  Balance Sheet - End of Prior Fiscal Year
                  Statement of Income
                  Statement of Changes in Financial Position
                  Notes to Consolidated Financial Statements

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               POSITION AND RESULTS OF OPERATIONS

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS - None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
ITEM 5 - OTHER INFORMATION - Press Release - Enclosed
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - None

<PAGE>
MAURIELLO, FRANKLIN & LOBRACE
          A Professional Corporation
  CERTIFIED PUBLIC ACCOUNTANTS










                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                    NINE MONTHS ENDED MARCH 31, 1998 AND 1997



<PAGE>














                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




                                                                   

Accountants' Review Report                                         

Consolidated Financial Statements:
  Consolidated Balance Sheets                                      
  Consolidated Statement of Stockholders' Equity                   
  Consolidated Statements of Income                                
  Consolidated Statements of Cash Flows                            
  Notes to Consolidated Financial Statements                       





<PAGE>
MAURIELLO, FRANKLIN & LOBRACE
          A Professional Corporation
  CERTIFIED PUBLIC ACCOUNTANTS


                            45 Springfield Avenue, Springfield, New Jersey 07081
                                     Telephone (973) 379-5400 Fax (973) 379-3696


                           ACCOUNTANTS' REVIEW REPORT

To The Board of Directors of
  General Magnaplate Corporation:

         We have reviewed the accompanying  balance sheet of General  Magnaplate
Corporation and  Wholly-Owned  Subsidiaries as of March 31, 1998 and the related
consolidated  statement of stockholders'  equity for the nine months ended March
31, 1998 and the related  consolidated  statements  of income and cash flows for
the nine months ended March 31, 1998 and 1997, in accordance  with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements  is  the   representation   of   management  of  General   Magnaplate
Corporation.

         A review  consists  principally  of inquiries of Company  personnel and
analytical  procedures  applied to financial data. It is  substantially  less in
scope than an audit in accordance with generally  accepted  auditing  standards,
the  objective of which is the  expression  of opinion  regarding  the financial
statements taken as a whole.  Accordingly,  we do not express such an opinion on
the March 31, 1998 and 1997 statements.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements in order for them
to be in conformity with generally accepted accounting principles.

         Our review was made for the  purpose of  expressing  limited  assurance
that there are no material  modifications  that should be made to the  financial
statements  in  order  for  them to be in  conformity  with  generally  accepted
accounting principles.  The supplementary  information for the nine months ended
and three  months  ended  March 31, 1998 and 1997  included in the  accompanying
supplementary information is presented for supplementary analysis purposes. Such
information has been subjected to the inquiry and analytical  procedures applied
in the  review of the basic  financial  statements,  and we are not aware of any
material modifications that should be made thereto.

         The  balance  sheet for the year ended June 30, 1997 was audited by us,
and we  expressed  an  unqualified  opinion on it in our report  dated August 8,
1997. We have not  performed any auditing  procedures on the balance sheet since
August 8, 1997.


                                               /s/ Mauriello, Franklin & LoBrace
                                               ---------------------------------
                                                   Mauriello, Franklin & LoBrace

April 28, 1998
<PAGE>
<TABLE>
<CAPTION>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS




                                                          March 31,        June 30,
         ASSETS                                            1998             1997
         ------                                        -----------     -----------
<S>                                                    <C>             <C>
Current assets:
  Cash and cash equivalents ......................     $ 1,402,114     $ 1,216,824
  Marketable securities (Note 1) .................       3,178,562       2,875,776
  Accounts receivable--trade, net of
    allowance for doubtful accounts of
    $116,000 (June 30, 1997-$116,000) ............       1,474,709       1,426,471
  Inventories (Note 1) ...........................         322,305         303,088
  Prepaid expenses ...............................         122,008         170,806
  Other current assets ...........................         168,136         215,298
                                                       -----------     -----------

      Total current assets .......................     $ 6,667,834     $ 6,208,263

Property, plant, and equipment, at
  cost, net of accumulated
  depreciation (Notes 1 and 2) ...................       6,198,434       5,355,600

Cash surrender value of officers' life insurance .         806,173         752,148

Note receivable-officer (Note 8) .................         494,319         532,449

Note receivable-related party partnership (Note 8)         235,000         235,000

Other assets (Note 3) ............................         552,575         429,816
                                                       -----------     -----------

    Total assets .................................     $14,954,335     $13,513,276
                                                       ===========     ===========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                           March 31,         June 30,
LIABILITIES AND STOCKHOLDERS' EQUITY                         1998              1997
------------------------------------                     ------------      ------------
<S>                                                      <C>               <C>     
Current liabilities:
  Current maturity of mortgage note payable (Note 4)     $     33,150      $          0 
  Broker loan payable ..............................          504,714                 0 
  Accounts payable .................................          282,527           196,179
  Accrued liabilities (Note 6) .....................          417,068           548,333
  Corporate income taxes payable ...................          104,961           168,389
                                                         ------------      ------------

    Total current liabilities ......................     $  1,342,420      $    912,901
                                                         ------------      ------------
Long-term liabilities:
  Rent security deposit ............................     $      9,193      $      9,193
  Accrued deferred compensation (Note 7) ...........        1,280,543         1,139,698
  Mortgage note payable (Note 4) ...................          424,775                 0 
                                                         ------------      ------------

    Total long-term liabilities ....................     $  1,714,511      $  1,148,891
                                                         ------------      ------------

    Total liabilities ..............................     $  3,056,931      $  2,061,792
                                                         ------------      ------------

Commitments and contingencies (Note 10)

Stockholders' equity:
  Common stock--no par value
    Authorized--5,000,000 shares
    Issued--4,918,794 shares of which 6,000 shares
       are held in the treasury ....................     $    223,180      $    223,180
  Retained earnings ................................       11,896,721        11,365,263
  Foreign currency translation adjustment (Note 1) .         (162,547)         (136,959)
                                                         ------------      ------------
                                                         $ 11,957,354      $ 11,451,484
  Cost of treasury stock--6,000 shares .............          (59,950)                0 
                                                         ------------      ------------

    Total stockholders' equity .....................     $ 11,897,404      $ 11,451,484
                                                         ------------      ------------

    Total liabilities and stockholders' equity .....     $ 14,954,335      $ 13,513,276
                                                         ============      ============

</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
                                       GENERAL MAGNAPLATE CORPORATION
                                                    AND
                                         WHOLLY-OWNED SUBSIDIARIES

                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                      NINE MONTHS ENDED MARCH 31, 1998




                                                                             Foreign
                                                                            Currency
                                      Common            Retained           Translation          Treasury
                                       Stock            Earnings            Adjustment           Stock
                                   ------------       ------------        ------------        ------------
<S>                                <C>                <C>                 <C>                 <C>    
Balance,
  July 1, 1997 .............       $    223,180       $ 11,365,263        $   (136,959)       $          0

Add--net income ............                  0          1,023,038                   0                   0

Less--foreign currency
 translation adjustment ....                  0                  0             (25,588)                  0

Purchase of 10,000 shares of
  treasury stock ...........                  0                  0                   0             (64,750)

Issuance of 4,000 shares of
  treasury stock as employee
  compensation .............                  0                  0                   0               4,800

Less--dividends paid
  of $.10 per share ........                  0           (491,580)                  0                   0
                                   ------------       ------------        ------------        ------------

Balance,
  March 31, 1998 ...........       $    223,180       $ 11,896,721        $   (162,547)       $    (59,950)
                                   ============       ============        ============        ============

</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
                               GENERAL MAGNAPLATE CORPORATION
                                             AND
                                  WHOLLY-OWNED SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF INCOME




                                        Nine Months Ended            Three Months Ended
                                            March   31,                   March   31,
                                    -------------------------     -------------------------        
                                       1998           1997           1998           1997
                                    ----------     ----------     ----------     ----------
<S>                                 <C>            <C>            <C>            <C>    
Gross revenue:
  Sales .......................     $8,075,936     $7,712,118     $2,693,494     $2,737,640
  Royalty income ..............        256,073        232,276         79,525         67,283
  Investment and other
    income, net ...............        418,581        324,528        120,075         73,762
                                    ----------     ----------     ----------     ----------
                                    $8,750,590     $8,268,922     $2,893,094     $2,878,685
                                    ----------     ----------     ----------     ----------

Costs and expenses:
  Cost of sales ...............     $3,542,224     $3,274,116     $1,244,432     $1,189,661
  Selling and administration ..      3,095,175      2,932,954      1,006,838        981,174
  Depreciation and amortization        471,795        437,069        161,070        149,568
  Interest ....................         15,658            234          9,187           --
                                    ----------     ----------     ----------     ----------
                                    $7,124,852     $6,644,373     $2,421,527     $2,320,403
                                    ----------     ----------     ----------     ----------

Income before corporate
  income taxes ................     $1,625,738     $1,624,549     $  471,567     $  558,282

Corporate income taxes
  (Notes 1 and 5) .............        602,700        589,100        176,200        211,600
                                    ----------     ----------     ----------     ----------

Net income ....................     $1,023,038     $1,035,449     $  295,367     $  346,682
                                    ==========     ==========     ==========     ==========

Earnings per share
  (Note 1) ....................     $      .21     $      .20     $      .06     $      .07
                                    ==========     ==========     ==========     ==========

Weighted average shares
  outstanding .................      4,914,152      5,141,300      4,911,994      5,008,488
                                    ==========     ==========     ==========     ==========

</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
                               GENERAL MAGNAPLATE CORPORATION
                                             AND
                                  WHOLLY-OWNED SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          NINE MONTHS ENDED MARCH 31, 1998 AND 1997

                                                                   1998             1997
                                                               -----------      -----------
<S>                                                            <C>              <C>   
 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .............................................     $ 1,023,038      $ 1,035,449
                                                               -----------      -----------
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Reserve for unrealized gain ........................     $   (80,916)     $   (34,452)
      Depreciation and amortization ......................         471,795          437,069
      Deferred taxes .....................................         (52,900)         (37,600)
      Accrued deferred compensation ......................         114,852          115,179
      Foreign currency translation adjustment ............         (25,588)         (16,997)
      Provision for doubtful accounts ....................          16,300           28,336
      Increase  (decrease) in cash  resulting from changes
        in current assets and liabilities:
         Marketable securities ...........................        (221,870)       1,512,565
         Accounts receivable .............................         (64,538)        (233,226)
         Prepaid expenses and other current assets .......          53,468           65,180
         Accounts payable and accrued liabilities ........         (44,917)        (412,541)
         Corporate income taxes payable ..................         (28,999)          82,953
         Rent security deposit ...........................               0            1,316
                                                               -----------      -----------
         Total adjustments ...............................     $   136,687      $ 1,507,782
                                                               -----------      -----------

    Net cash provided by operating activities ............     $ 1,159,725      $ 2,543,231
                                                               -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to deferred compensation contracts ...........     $   (33,849)     $         0
  Additions to property, plant,  and equipment ...........      (1,305,501)        (264,975)
  Additions to patent costs and other assets .............         (21,718)         (93,963)

  Note receivable - officer ..............................               0         (550,000)
  Installment collections - note receivable ..............          35,676            1,674
  Increase in cash surrender value - life insurance ......         (54,025)               0
                                                               -----------      -----------
    Net cash used in investing activities ................     $(1,379,417)     $  (907,264)
                                                               -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               GENERAL MAGNAPLATE CORPORATION
                                             AND
                                  WHOLLY-OWNED SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          NINE MONTHS ENDED MARCH 31, 1998 AND 1997
                                        (continued)

                                                                   1998             1997
                                                               -----------      -----------
<S>                                                            <C>              <C>   
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from mortgage note ............................     $   457,925      $         0
  Purchase of treasury stock .............................         (64,750)      (1,096,063)
  Dividends paid .........................................        (491,580)        (335,684)
  Issuance of treasury stock as compensation .............           4,800                0
  Net proceeds from broker loan ..........................         504,714                0
  Mortgage financing costs ...............................          (6,127)               0
                                                               -----------      -----------
    Net cash provided by (used in) financing activities ..     $   404,982      $(1,431,747)
                                                               -----------      -----------

Increase in cash and cash equivalents ....................     $   185,290      $   204,220
Cash and cash equivalents, beginning of period ...........       1,216,824          680,570
                                                               -----------      -----------
Cash and cash equivalents, end of period .................     $ 1,402,114      $   884,790
                                                               ===========      ===========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1--Summary of Significant Accounting Policies

Principles of Consolidation

         The consolidated  financial  statements include the accounts of General
Magnaplate  Corporation  and  its  wholly-owned  subsidiaries;  accordingly  all
intercompany transactions and balances have been eliminated in consolidation.

Nature of Business

         The  Company  is in one  line  of  business.  It  provides  synergistic
coatings and other related services to its customers'  products from five plants
located in the United States and Canada.

Marketable Securities

         All marketable  securities are  considered  trading  securities and are
valued at fair  market  value in  accordance  with SFAS No.  115.  Realized  and
unrealized gains and losses are reported in current period income.  Market value
exceeded cost by $95,405 and $12,542 as of March 31, 1998 and 1997 respectively.

Inventories

         Inventories  consist  principally  of  industrial  supplies and plating
solutions  which are valued at the lower of FIFO cost or market and are included
in Cost of Sales.

Depreciation and Amortization

         Property,  plant and equipment are stated at cost and  depreciation  is
provided  principally on a straight line basis using estimated  service lives of
3-5 years for  transportation  equipment,  5-10 years for factory  machinery and
office  equipment,  and 10-39 years for  buildings  and  building  improvements.
Expenditures for renewals and betterments are capitalized. Items of identifiable
property which are sold,  retired, or otherwise disposed of are removed from the
asset accounts, and any gains or losses thereon are reflected in income.

         Patents and  trademarks  are  amortized  on a straight  line basis over
periods not exceeding 10 years.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1--Summary of Significant Accounting Policies (Continued)

Corporate Income Taxes

         Taxes are provided  based on income  reported for  financial  statement
purposes,  including  deferred  taxes  which  are  principally  provided  due to
temporary differences between financial and tax reporting of certain revenue and
expense items.

Company Earnings Per Share

         Earnings  per share of common  stock  have been  computed  based on the
weighted average number of shares outstanding during the reporting periods after
giving effect to the 2 for 1 stock split effective December 2, 1997.

Statement of Cash Flows

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

Foreign Currency Translation Adjustment

         Assets  and  liabilities  of the  subsidiary  operating  in Canada  are
translated  into U.S.  dollars  using the exchange rate in effect at the balance
sheet date. Results of operations are translated using the average exchange rate
prevailing  throughout the period.  The effects of exchange rate fluctuations on
translating  foreign  currency  assets and  liabilities  into U.S.  dollars  are
included as part of the Foreign  Currency  Translation  Adjustment  component of
shareholders'  equity,  while gains and losses  resulting from foreign  currency
transactions are generally included in income.

Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure  of  contingent  assets  and  liabilities  at the  date of  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2--Property, Plant and Equipment

Property, plant and equipment are as follows:
<TABLE>
<CAPTION>
                                                   March 31,           June 30,
                                                     1998                1997
                                                 -----------         -----------
<S>                                              <C>                 <C>
Land ...................................         $ 1,037,677         $   805,350
Buildings ..............................           3,685,991           3,366,208
Building improvements ..................           3,560,423           3,450,824
Factory machinery ......................           5,391,966           4,828,457
Office equipment .......................             944,938             911,058
Transportation equipment ...............             313,277             271,018
                                                 -----------         -----------

Total ..................................         $14,934,272         $13,632,915
Less--accumulated depreciation .........           8,735,838           8,277,315
                                                 -----------         -----------

Net ....................................         $ 6,198,434         $ 5,355,600
                                                 ===========         ===========
</TABLE>

Note 3--Other Assets

         Other assets are as follows:
<TABLE>
<CAPTION>
                                                         March 31,      June 30,
                                                           1998           1997
                                                         --------       --------
<S>                                                      <C>            <C>
Patents and trademarks, at cost, net of
     accumulated  amortization of $109,609
     and $100,481 ................................       $ 95,608       $ 83,018
Deferred income taxes ............................        277,300        233,100
   Deferred compensation contracts ...............        173,540        113,698
   Mortgage financing costs ......................          6,127              0  
                                                         --------       --------

                                                         $552,575       $429,816
                                                         ========       ========
</TABLE>
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4--Mortgage Note Payable

         The  Company is indebted  to  Business  Development  Bank of Canada for
$457,925  borrowed  March  31,  1998  and  payable  in equal  monthly  principal
installments of $2,571 together with interest of 7.6% per annum  commencing June
23, 1998 with a final payment of $311,142 due April 23, 2003.

         Current  maturities of the debt for the five years ended March 23, 2003
are as follows:  1999 - $23,354; 2000 - $30,857; 2001 - $30,857; 2002 - $30,857;
and 2003 - $342,000.

         The note is secured by a first  mortgage on real estate  owned in Ajax,
Ontario.

Note 5--Corporate Income Taxes

     Components of corporate income taxes are as follows:
<TABLE>
<CAPTION>
                          Nine Months Ended              Three Months Ended
                               March 31,                       March 31,
                      -------------------------       -------------------------
                         1998            1997            1998            1997
                      ---------       ---------       ---------       ---------
<S>                   <C>             <C>             <C>             <C>                                                         
Current:
   Federal .....      $ 568,000       $ 533,000       $ 169,300       $ 184,300
   State .......         87,600          93,700          29,100          39,600
   Foreign .....           --              --              --              --
                      ---------       ---------       ---------       ---------
                      $ 655,600       $ 626,700       $ 198,400       $ 223,900
                      ---------       ---------       ---------       ---------
Deferred:
  Federal ......      $ (41,000)      $ (29,100)      $ (17,200)      $  (9,500)
  State ........        (11,900)         (8,500)         (5,000)         (2,800)
  Foreign ......           --              --              --              --
                      ---------       ---------       ---------       ---------
                      $ (52,900)      $ (37,600)      $ (22,200)      $ (12,300)
                      ---------       ---------       ---------       ---------

Total ..........      $ 602,700       $ 589,100       $ 176,200       $ 211,600
                      =========       =========       =========       =========
</TABLE>
<PAGE>
                        GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         A  reconciliation  of the provision for corporate income taxes compared
with amounts computed at the US statutory tax rate is as follows:
<TABLE>
<CAPTION>

                                                     Nine Months Ended             Three Months Ended
                                                         March 31,                       March 31,
                                                    1998            1997            1998            1997
                                                 ---------       ---------       ---------       ---------
<S>                                              <C>             <C>             <C>             <C> 
Based on U.S. statutory
 federal tax rate ..........................     $ 552,750       $ 552,347       $ 160,333       $ 189,816
Increase (decrease) in taxes resulting from:
  State taxes, net of
   federal tax benefit .....................        49,962          56,232          18,876          24,288
  Non-deductible (reportable)
   expenses (income) .......................           (12)        (19,479)         (3,009)         (2,504)
                                                 ---------       ---------       ---------       ---------

     Total .................................     $ 602,700       $ 589,100       $ 176,200       $ 211,600
                                                 =========       =========       =========       =========

Effective tax rate .........................          37.1%           36.3%           37.4%           37.9%
</TABLE>



         The Canadian  subsidiary has available  unused tax benefits in the form
of operating loss  carryforwards  of $168,000 to reduce future Canadian  taxable
income. These carryforwards principally expire in 1999. Due to their uncertainty
of  realization,  these tax benefits have been reflected net of a 100% valuation
allowance.

Note 6--Accrued Liabilities

         Accrued liabilities are as follows:
<TABLE>
<CAPTION>

                                                         March 31,      June 30,
                                                            1998          1997
                                                         ---------     --------- 
<S>                                                      <C>           <C>
                  Compensation                           $ 263,354     $ 435,256
                  Payroll, sales, and property taxes        75,454        61,718
                  401-k plan contribution                   45,710        19,954
                  Environmental and other costs             32,550        31,405
                                                         ---------     --------- 

                                                         $ 417,068     $ 548,333
                                                         =========     =========
</TABLE>
<PAGE>
                        GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7--Employee Benefits

         The Company  maintains a 401(k) savings plan which covers all full time
U.S.   employees.   The  Company  matches  50%  of  voluntary  pre-tax  employee
participant  contributions  up  to 4%  of  compensation  as  well  as  providing
discretionary  contributions  based on compensation for all employees.  Employer
discretionary  contributions,  which are forfeited  due to employee  termination
prior to the full seven year vesting period,  revert back to the Company.  Total
expense under the plan was $33,307 in 1998 and $30,124 in 1997.

         Pursuant to employment  contracts and letter  agreements  with officers
and key employees,  the Company maintains  non-qualified  incentive compensation
plans which are based on the  realization of pre-tax income and royalty  income.
Total expense under these plans was $377,933 in 1998 and $370,770 in 1997.

         The Company is obligated to provide a non-qualified  retirement pension
to its chief executive  officer.  Such obligation  provides a monthly benefit of
$7,100 and is payable for a period of fifteen  years to the  officer,  or to his
wife in the event of his death.  The Company is accruing the obligation over the
active term of  employment  of the  officer.  The Company is also  accruing  and
funding deferred compensation  contracts with two other officers based on 10% of
annual compensation. Total expense under these three obligations was $114,852 in
1998 and $129,783 in 1997.
<PAGE>
                        GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8--Related Party Transactions

         The Company engaged in the following related party transactions:
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                                March 31,
                                                       -------------------------
                                                         1998              1997
                                                       -------           -------
<S>                                                    <C>               <C>
        Was charged computer consulting
         services by an outside director of
         the Company;                                  $43,840           $39,481

         
         Accrued interest income on an
         installment note receivable of
         $235,000 from a limited partnership
         which is controlled by a stockholder
         of the Company. The note is secured
         by a deed of trust on Texas real
         estate, which was sold to the
         partnership. The note bears interest
         of 6.83% per annum collectible
         annually for three years. Thereafter
         the note shall be collected in(5)
         equal annual principal installments
         of $47,000 plus interest of 6.83%
         per annum commencing July 1, 1999
         with the final collection due July
         1, 2003:                                      $12,038           $12,038

                     
         Charged interest income on a
         mortgage note receivable of $550,000
         from its chief executive officer on
         December 16, 1996. The note is to be
         repaid in (34) equal monthly
         installments of $3,814 which
         includes interest of 6.16% per annum
         commencing February 1, 1997 with the
         final balloon payment of $512,124
         due December 16. 1999. The
         receivable balance at March 31, 1998
         was $509,319 and is secured by a
         real estate first mortgage.                   $24,935          $  8,924
</TABLE>
<PAGE>
                        GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9--Fair Value of Financial Instruments

Cash and Cash Equivalents,  Accounts  Receivable,  Accounts Payable, and Accrued
Liabilities--The  carrying amount  approximates  fair value because of the short
maturity of these instruments.

Marketable  Securities--The carrying amount approximates fair value because such
securities are valued based on market quotes.

Notes Receivable - Related Parties--The  carrying amount approximates fair value
because of similar  rates on issues  offered  to the  Corporation  under some or
similar provisions.

Accrued  Deferred  Compensation--The  carrying  amount  approximates  fair value
because such liability is being valued based on current market values.

Mortgage Note Payable--The  carrying amount approximates fair value because such
liability is being valued based on current borrowing rates.

Note 10--Commitments and Contingencies

         Litigation

         In April, 1991, a claim was served on the Canadian subsidiary,  General
Magnaplate  Canada,   Ltd.,  by  Dynasurf   International,   Inc.  for  $170,000
representing  the unpaid  contract  liability for the net assets acquired by the
Canadian  subsidiary from the sellers,  Carrigan  Industries,  Ltd. and Dynasurf
International, Inc. on January 2, 1990.

         The  Subsidiary has filed a counterclaim  for  environmental  and other
costs   incurred   which   resulted  from  the  seller  not  resolving   certain
environmental  issues  warranted  in  the  contract  of  purchase.   Further,  a
shareholder of Dynasurf International, Inc. has also filed a claim for breach of
oral contract of employment  for $119,000  which the Company has denied in their
related statement of defense.

         The Company  reached an out of court  agreement  with the plaintiffs on
September  9, 1996  wherein the  plaintiffs  were  collectively  paid the sum of
$65,000 in full  settlement  of their  claim.  Such  settlement  did not have an
adverse effect on the Company's financial statements.

         Concentrations of Credit Risk

         The Company's financial  instruments that are exposed to concentrations
of credit risk consist  primarily of its cash,  marketable  securities and trade
receivables.

         The  Company's  cash  and  marketable  securities  are in  high-quality
securities  placed  with a wide  array of  institutions  with  high  credit  and
investment  ratings.  This  investment  policy limits the Company's  exposure to
concentrations of credit risk.
<PAGE>
                        GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The trade  receivable  balances,  reflecting the Company's  diversified
sources of revenue,  are dispersed across many different  geographic areas. As a
consequence,  concentrations  of credit risk are limited.  The Company routinely
assesses the financial  strength of its customers and generally does not require
collateral to support its credit sales.

Lease Commitment

         The  Company  leases  warehouse  space in its New Jersey  facility to a
tenant under an operating  lease  expiring  December  31, 1999.  Minimum  future
rentals to be received on the lease as of June 30, 1997 are as follows:  1997-98
- $115,198; 1998-99 - $118,443; and 1999-00 - $60,844.

Note 10--Statement of Cash Flows
<TABLE>
<CAPTION>

                                                Nine Months Ended
                                                     March 31,
                                        --------------------------------
                                           1998                    1997
                                        ---------              ---------
<S>                                     <C>                    <C>
Supplementary cash flow data:
  Income taxes paid .........           $ 684,599              $ 543,747
  Interest paid .............           $  15,658              $     234

</TABLE>
<PAGE>
      Item 2A - Management's Discussion and Analysis of Financial Position:

Financial Condition
Liquidity and Capital Resources
Nine-Months ended March 1998

              Cash and cash  equivalents  increased to  $1,402,114  at March 31,
1998 from  $1,216,824 at June 30, 1997. For the period,  $1,159,725 net cash was
provided  by  the  operating  activities,  $1,379,417  was  used  for  investing
activities  and $404,982 was provided by financing  activities.  During the past
nine months, the registrant's  investment activities were primarily comprised of
$1,305,501 used for additions to property,  plant and equipment $21,718 used for
additions to patent costs and $54,025 for additions to cash surrender value-life
insurance.  The  $404,982  provided by  financing  activities  comprised  of the
payment of dividends of  $491,580,  the purchase of treasury  stock for $64,750,
while  $457,925 was provided by proceeds  from  mortgage  note and $504,714 from
proceeds of broker loan net of principal payments.

     Working  capital  of  $5,325,414  increased  $30,052 or .6% during the nine
months and the working  capital  ratio  decreased to 4.97 to 1 from 6.80 to 1 at
June 30, 1997.

      All  references  to stock give effect to the December 16, 1997 two for one
forward  stock split as if same had  occurred  prior.  Stockholders'  equity per
share March 31, 1998  increased  3.9% to $2.42 per share compared with $2.33 per
share June 30, 1997.  As previously  authorized  by the Board,  10,000 shares of
GMCC stock were  purchased  at the cost of $64,750.  Of these  shares 4,000 were
issued as employee  bonuses , while the remaining 6,000 shares are being held in
the treasury.

Management  believes  that  internal  cash flow and/or  incomes from  marketable
securities  are  expected to be  sufficient  to provide  the  capital  resources
necessary  to  support  future  operating  needs,  and does not  anticipate  any
material expenditures that will have a significant impact on future cash flows.


     Item 2B - Management's Discussion and Analysis of Results of Operations
            Quarter --- March 31, 1998 compared with March 31, 1997:

     Sales  decreased this quarter,  as reflected in the current period sales of
$2,693,494, by $44,146 or 1.6% from the same quarter last year. Sales at our New
Jersey,  Texas and Canadian  facilities  increased while decreases were reported
from the  California  and Wisconsin  facilities.  The decrease at our California
facility was  attributable to forced shut downs for  approximately  one third of
the month of February  due to the  violent  storms  associated  with El Nino and
unexpected road closings. The decrease at our Wisconsin facility is attributable
to a  general  slow  down  in the  Wisconsin  manufacturing  sector.  Additional
management has been added to our Wisconsin plant.  During the current quarter we
made significant  purchases of Plasmadize equipment for all of our locations and
will be up and  running by June 30,  1998.  This will open up new markets for us
and pave the way for future growth.
<PAGE>
    Royalty  income for the quarter  was  $79,525 an increase of 18.2%  compared
with the same quarter in 1997.  The  international  advertising  continues to be
very successful.  Investment income increased $46,313 or 62.8% compared with the
same period in 1997.  This is  directly  associated  with the high yield,  fixed
income  investments  in  our  portfolio.   Management  believes  the  investment
portfolio to be sound,  diversified and less susceptible to market  fluctuations
while providing dividend and interest income.

     Reflecting the above,  gross revenue for the latest quarter of this year of
$2,893,094 increased $14,409 or .5% from the same quarter last year.

     Total costs and expenses were $2,421,527 in the third quarter,  an increase
of $101,124 or 4.4% from the same quarter of last year. The primary increases to
expenses are due to  additional  employees,  advance raw material  purchases and
costs  associated  with the new  building  purchased in Canada.  Currently,  the
Canadian  facility  is  paying  expenses  to cover  the  operating  costs of two
locations  until the move is completed in the latter part of this year's  fourth
quarter.

     Income before  corporate income taxes was $471,567 for the current quarter,
a decrease of $86,715 or 15.5% from the  $558,282  achieved in the same  quarter
last year.  Corporate  income  taxes and the  effective  tax rate in this year's
third quarter were $176,200 and 37.4%  respectively,  compared with $211,600 and
37.9% in the third quarter of last year.

     As a result of the above,  net income in the third  quarter of this year of
$295,367 dropped $51,315 or 14.8% from the same quarter last year.

     Earnings per share were $.06 compared to $.07 in last year's third quarter.
During the current three month period 4,000 shares of GMCC stock which were held
in the  treasury  were  issued as  employee  bonuses.  Weighted  average  shares
outstanding of 4,911,994 compared to 5,008,488 for the same period last year.


        Nine Months ------- March 31, 1998 compared with March 31, 1997:

     Gross  revenue for this year's  first nine months of  $8,750,590  increased
$481,668 or 5.8% from last year.

     Total costs and expenses for the current nine month period were $7,124,852,
an  increase  of  $480,479  or 7.2% from last  year.  As a  percentage  of gross
revenue,  total costs and  expenses in the same period 1998 were 81% compared to
80% in 1997.  Cost of Sales as a percentage of gross revenue for the latest nine
months  increased  to 40% from 39% in the same period of last year.  Selling and
administration  remained at 35% of gross revenue.  Depreciation and amortization
also remained at 5% of gross revenue compared with last year.

    As a result of the above, income before corporate income taxes for the first
nine months of this year was $1,625,738, a slight increase from last year.

     Corporate  income  taxes in this year's  first nine  months  were  $602,700
compared  with  $589,100  for the same period last year.  As detailed in Note 5,
this year's effective tax rate was 37.1% compared with 36.3% in 1997.
<PAGE>
     As a result of the above, net income of $1,023,038 this year was $12,411 or
1% less than the $1,035,449  achieved last year.  Earnings per share were $.21 a
share this period  compared  with $.20 a share last year, an increase of $.01 or
5%. During the nine month period  10,000 shares of common stock were  purchased.
Of these 10,000 shares,  4,000 shares were issued as employee  compensation  and
the remaining 6,000 shares are being held in the treasury.  The weighted average
this year of 4,914,152 compared with 5,141,300 in 1997.

    During the period General  Magnaplate  Canada  purchased a newer more modern
facility  located  in Ajax,  Ont.  which  will  allow for  increased  production
capabilities and further  expansion of the Canadian market.  The  administrative
and selling  departments have already relocated and production will be moved and
operational by June 30, 1998.

     General  Magnaplate  was again honored by OSHA as a merit worksite in their
Voluntary Protection Program. This is a pilot program for smaller companies with
outstanding  safety records combined with employee and management  commitment to
strict safety standards.

      After examining the Year 2000 computer  issues,  management has determined
that it will not have a  material  impact  on its business,  operations  nor its
financial condition.

     No other significant  financial matters are expected in future months which
will have an adverse impact on earnings.
<PAGE>



                                   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 thereunto duly authorized.


                                                  GENERAL MAGNAPLATE CORPORATION
                                                             (Registrant)


DATE  May 15, 1998                                  /s/Candida C. Aversenti  
                                                       --------------------  
                                                       Candida C. Aversenti  
                                                       President             
                                                   
               


DATE  May 15, 1998                                  /s/Susan E. Neri
                                                       ---------------- 
                                                       Susan E. Neri
                                                       Chief Accounting Officer

<PAGE>
[GRAPHIC -- COMPANY LOGO]

MAGNAPLATE NEWS
_______________                                                 
                                                      1331 U.S. Route #1        
                                                      Linden, New Jersey 07036  
                                                      Telephone: 908-862-6200   
Dedicated to the Future Needs of Mankind              Fax: 908-862-6110         
        Through Surface Enhancement                   http://www.magnaplate.com 
                                                      e-mail:info@magnaplate.com




                             FOR IMMEDIATE RELEASE
                       -----------------------------------

LINDEN, NEW JERSEY                                                   May 6, 1998

                GENERAL MAGNAPLATE CORPORATION ANNOUNCES INCREASE
                 IN EARNINGS PER SHARE AND GROSS REVENUE FOR THE
                        NINE MONTHS ENDED MARCH 31, 1998

         General Magnaplate  Corporation  (NASDAQ:  GMCC), a world leader in the
development and application of surface enhancement technology for the aerospace,
food,  pharmaceutical  and industrial markets announces a 5.8% increase in gross
revenue,  from $8,268,922 last year to $8,750,590 this year. Total assets are up
from  $13,513,276  to  $14,954,335;  a 10.7%  increase over the same period last
year. Income before taxes is up only slightly due to lost production time at the
California facility because of forced road closings during the month of February
from El Nino. We have added new  management  at the Wisconsin  plant and our new
Canadian  building will be fully operational by fiscal year end (June 30, 1998).
Our "patent pending" process,  Magnaplate CMPT(TM),  is moving from the research
and development stage to the production stage.

         Condensed Statement of Income - Nine Months Ended March 31

                                     1998                      1997

Gross Revenue                     $8,750,590                $8,268,922
Income Before Taxes                1,625,738                 1,624,549
Net Income                         1,023,038                 1,035,449
Earnings Per Share                $     0.21                $     0.20

Average Shares Outsanding          4,914,152                 5,141,300


         Condensed Statement of Income - Three Months Ended March 31

                                     1998                      1997

Gross Revenue                     $2,893,094                $2,878,685
Income Before Taxes                  471,567                   558,282
Net Income                           295,367                   346,682
Earnings Per Share                $     0.06                $     0.07

Average Shares Outstanding         4,911,994                 5,008,488