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, 1999

                               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 4, 1999:

Common Stock, No Par Value                               4,723,146
        (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  -  Although  the  Company  may from time to time be
involved in routine litigation incidental to its business, none of these actions
are expected, individually or in he aggregate, to have a material adverse impact
upon the Company or its results of operations.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS - Not Applicable

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - Not Applicable

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5 - OTHER INFORMATION - None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Exhibit 27 - Financial Data Schedule
                  (b) None
<PAGE>















                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                    NINE MONTHS ENDED MARCH 31, 1999 AND 1998



<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, 1999 and the related
consolidated  statement of stockholders'  equity for the nine months ended March
31, 1999 and the related  consolidated  statements  of income and cash flows for
the nine months and three  months ended March 31, 1999 and 1998,  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, 1999 and 1998  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, 1998 was audited by us,
and we  expressed  an  unqualified  opinion on it in our report dated August 10,
1998. We have not  performed any auditing  procedures on the balance sheet since
August 10, 1998.

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

April 30, 1999
<PAGE>
<TABLE>
<CAPTION>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                                        March 31,        June 30,
         ASSETS                                            1999            1998
         ------                                        -----------     -----------
<S>                                                    <C>             <C>        
Current assets:
  Cash and cash equivalents ......................     $   856,749     $ 1,301,317
  Marketable securities (Note 1) .................       3,292,812       3,136,420
  Accounts receivable--trade, net of
    allowance for doubtful accounts of
    $108,000 (June 30, 1998-$93,000) .............       1,425,554       1,326,070
  Inventories (Note 1) ...........................         378,443         355,285
  Prepaid expenses ...............................         161,953         190,817
  Other current assets ...........................         149,199         169,229
                                                       -----------     -----------

      Total current assets .......................     $ 6,264,710     $ 6,479,138

Property, plant, and equipment, at
  cost, net of accumulated
  depreciation (Notes 1 and 2) ...................       6,219,214       6,331,313

Cash surrender value of officers' life
  insurance ......................................         943,233         874,811

Note receivable-officer (Note 8) .................             -0-         490,686

Note receivable-related party partnership (Note 8)             -0-         195,000

Other assets (Note 3) ............................         720,060         609,453
                                                       -----------     -----------

    Total assets .................................     $14,147,217     $14,980,401
                                                       ===========     ===========

</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                                1999              1998
------------------------------------                            ------------      ------------
<S>                                                             <C>               <C>         
Current liabilities:
  Current maturity of long-term debt ......................     $     29,031      $     29,841
  Accounts payable ........................................          243,011           434,915
  Accrued liabilities (Note 6) ............................          334,602           426,234
  Corporate income taxes payable ..........................           84,895            40,743
                                                                ------------      ------------

    Total current liabilities .............................     $    691,539      $    931,733
                                                                ------------      ------------
Long-term liabilities:
Long-term debt (Note 4) ...................................     $    318,127      $    412,800
 Accrued deferred compensation (Note 7) ...................        1,451,578         1,319,864
 Rent security deposit ....................................            9,193             9,193
                                                                ------------      ------------

    Total long-term liabilities ...........................     $  1,778,898      $  1,741,857
                                                                ------------      ------------

    Total liabilities .....................................     $  2,470,437      $  2,673,590
                                                                ------------      ------------
Commitments and contingencies (Note 10)

Stockholders' equity:
  Common stock--no par value
    Authorized--20,000,000 shares
    Issued--4,918,794 shares of which 195,648 and 11,000
     shares are held as treasury stock ....................     $    223,180      $    223,180
  Retained earnings .......................................       12,695,572        12,338,744
  Accumulated other comprehensive income (Note 1) .........         (201,495)         (189,388)
                                                                ------------      ------------

                                                                $ 12,717,257      $ 12,372,536
  Less--cost of 195,648 and 11,000 shares of treasury stock       (1,040,477)          (65,725)
                                                                ------------      ------------

     Total stockholders' equity ...........................     $ 11,676,780      $ 12,306,811
                                                                ------------      ------------

    Total liabilities and stockholders' equity ............     $ 14,147,217      $ 14,980,401
                                                                ============      ============

</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,
                                    -------------------------     -------------------------
                                       1999           1998           1999           1998
                                    ----------     ----------     ----------     ----------
<S>                                 <C>            <C>            <C>            <C>       
Gross revenue:
  Sales .......................     $7,883,900     $8,075,936     $2,579,939     $2,693,494
  Royalty income ..............        201,889        256,073         66,396         79,525
  Investment and other
    income, net ...............        521,423        418,581        167,040        120,075
                                    ----------     ----------     ----------     ----------
                                    $8,607,212     $8,750,590     $2,813,375     $2,893,094
                                    ----------     ----------     ----------     ----------

Costs and expenses:
  Cost of sales ...............     $3,785,132     $3,542,224     $1,189,581     $1,244,432
  Selling and administration ..      2,883,527      3,095,175        959,677      1,006,838
  Depreciation and amortization        500,085        471,795        153,457        161,070
  Interest ....................         23,796         15,658          7,666          9,187
                                    ----------     ----------     ----------     ----------
                                    $7,192,540     $7,124,852     $2,310,381     $2,421,527
                                    ----------     ----------     ----------     ----------

Income before corporate
  income taxes ................     $1,414,672     $1,625,738     $  502,994     $  471,567

Corporate income taxes
  (Notes 1 and 5) .............        527,100        602,700        191,400        176,200
                                    ----------     ----------     ----------     ----------

Net income ....................     $  887,572     $1,023,038     $  311,594     $  295,367
                                    ==========     ==========     ==========     ==========

Earnings per share
  (Note 1) ....................     $      .18     $      .21     $      .07     $      .06
                                    ==========     ==========     ==========     ==========

Weighted average shares
  outstanding .................      4,830,188      4,914,152      4,769,144      4,911,994
                                    ==========     ==========     ==========     ==========

</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, 1999


                                                                            Accumulated
                                                                               Other
                                             Common          Retained       Comprehensive         Treasury
                                              Stock          Earnings       Income (Loss)           Stock            Total
                                            --------       -----------      -------------       ------------      -----------
<S>                                         <C>            <C>               <C>                <C>               <C>        
Balance, July 1, 1998                       $223,180       $12,338,744       $(189,388)         $    (65,725)     $12,306,811

Comprehensive income:
  Net income for nine months
  ended March 31, 1999                                         887,572                                                887,572
  Foreign exchange transaction
  adjustment                                                                   (12,107)                               (12,107)
                                                                                                                   ---------- 

     Total comprehensive income                                                                                       875,465

Dividend paid ($.11 per share)                                (530,744)                                              (530,744)

Acquisition of 184,648 shares of
  of treasury stock                                                                                 (974,752)        (974,752)
                                            --------       -----------       ---------          ------------      -----------


Balance, March 31, 1999                     $223,180       $12,695,572       $(201,495)          $(1,040,477)     $11,676,780
                                            ========       ===========       =========           ===========      ===========

</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, 1999 AND 1998

                                                                      1999             1998
                                                                  -----------      -----------
<S>                                                               <C>              <C>        
 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income ................................................     $   887,572      $ 1,023,038
                                                                  -----------      -----------
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Reserve for unrealized gain ...........................     $   (93,853)     $   (80,916)
      Depreciation and amortization .........................         500,085          471,795
      Deferred taxes ........................................         (65,300)         (52,900)
      Accrued deferred compensation .........................         113,358          114,852
      Foreign currency translation adjustment ...............         (12,109)         (25,588)
      Provision for doubtful accounts .......................          15,000           16,300
      Increase  (decrease) in cash  resulting from changes in
       current assets and liabilities:
         Marketable securities ..............................         (62,539)        (221,870)
         Accounts receivable ................................        (114,484)         (64,538)
         Inventories ........................................         (23,158)             -0-
         Prepaid expenses and other current assets ..........          70,516           53,468
         Accounts payable and accrued liabilities ...........        (283,536)         (44,917)
         Corporate income taxes payable .....................          44,152          (28,999)
                                                                  -----------      -----------
         Total adjustments ..................................     $    88,132      $   136,687
                                                                  -----------      -----------

    Net cash provided by operating activities ...............     $   975,704      $ 1,159,725
                                                                  -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to deferred compensation contracts ..............     $   (32,824)     $   (33,849)
  Additions to property, plant,  and equipment ..............        (376,023)      (1,305,501)
  Additions to patent costs and other assets ................         (27,710)         (21,718)

  Collection of note receivable - officer ...................         242,358              -0-
  Collection of note receivable - partnership ...............         195,000           35,676
  Increase in cash surrender value - life insurance .........         (68,422)         (54,025)
                                                                  -----------      -----------

    Net cash used in investing activities ...................     $   (67,621)     $(1,379,417)
                                                                  -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 GENERAL MAGNAPLATE CORPORATION
                                              AND
                                   WHOLLY-OWNED SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                           NINE MONTHS ENDED MARCH 31, 1999 AND 1998


<S>                                                               <C>              <C>        
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from (repayment of ) long-term debt ..............     $   (95,483)     $   457,925
  Purchase of treasury stock ................................        (726,424)         (64,750)
  Dividends paid ............................................        (530,744)        (491,580)
  Issuance of treasury stock as compensation ................             -0-            4,800
  Net proceeds from broker loan .............................             -0-          504,714
  Mortgage financing costs ..................................             -0-           (6,127)
                                                                  -----------      -----------
    Net cash provided by (used in) financing activities .....     $(1,352,651)     $   404,982
                                                                  -----------      -----------

Increase (decrease) in cash and cash equivalents ............     $  (444,568)     $   185,290
Cash and cash equivalents, beginning of period ..............       1,301,317        1,216,824
                                                                  -----------      -----------
Cash and cash equivalents, end of period ....................     $   856,749      $ 1,402,114
                                                                  ===========      ===========
</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 commercial  customers' products from five
plants located in the United States and Canada.
  Included  in the  Company's  consolidated  balance  sheet at June 30, 1998 are
$1,336,000 of net assets of the Canadian operation.

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.  Net
unrealized  holding  gains on trading  securities  of $93,853 and  $80,916  were
reported in 1999 and 1998, respectively.  Market value exceeded cost by $129,020
and $60,719 at March 31, 1999 and June 30, 1998 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.

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 Accumulated Other Comprehensive  Income (Loss) 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,
                                                     1999                1998
                                                 -----------         ----------- 

<S>                                              <C>                 <C>        
Land ...................................         $ 1,021,925         $ 1,030,025
Buildings ..............................           3,668,892           3,677,341
Building improvements ..................           3,766,656           3,670,396
Factory machinery ......................           4,240,275           3,995,672
Office equipment .......................             689,668             674,261
Transportation equipment ...............             341,402             309,251
                                                 -----------         -----------

Total ..................................         $13,728,818         $13,356,946
Less--accumulated depreciation .........           7,509,604           7,025,633
                                                 -----------         -----------

Net ....................................         $ 6,219,214         $ 6,331,313
                                                 ===========         ===========
</TABLE>

Note 3--Other Assets
--------------------

         Other assets are as follows:  
<TABLE>
<CAPTION>
                                                         March 31,     June 30,
                                                           1999          1998
                                                         --------     -------- 
<S>                                                      <C>          <C>     
Patents and trademarks, at cost, net of
     accumulated  amortization of $125,835
     and $113,241 ....................................   $136,799     $120,925
Deferred income taxes ................................    342,143      298,463
Deferred compensation contracts ......................    236,578      185,398
Mortgage financing costs .............................      4,540        4,667
                                                         --------     --------

                                                         $720,060     $609,453
                                                         ========     ========
</TABLE>
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4--Long-Term Debt
----------------------

         The Company borrowed $457,925 from Business  Development Bank of Canada
on March 31, 1998  payable in equal  monthly  principal  installments  of $2,487
together with interest of 7.6% per annum commencing June 23, 1998 with the final
payment  due April 23,  2013.  The note is secured by a first  mortgage  on real
estate owned in Ajax,  Ontario.  The  outstanding  balance at March 31, 1999 was
$347,158.

         Current  maturities  of the debt for the five years ended June 30, 2003
are as follows:  1999 - $29,841; 2000 - $29,841; 2001 - $29,841; 2002 - $29,841;
and 2003 - $29,841.

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,
                        ------------------------       -------------------------
                          1999            1998           1999             1998
                        --------        --------       --------         -------- 
<S>                     <C>             <C>            <C>              <C>     
     Current:
        Federal         $507,800        $568,000       $173,700         $169,300
        State             84,600          87,600         35,700           29,100
        Foreign               --              --             --               --
                        --------        --------       --------         -------- 
                        $592,400        $655,600       $209,400         $198,400
                        --------        --------       --------         --------
     Deferred:
       Federal          $(50,600)     $ (41,000)       $(13,200)       $ (17,200)
       State             (14,700)       (11,900)         (4,800)          (5,000)
       Foreign                --             --              --               --
                        ---------     ---------        --------        ---------- 
                        $(65,300)     $ (52,900)       $(18,000)       $ (22,200)
                        --------      ---------        --------        ---------

     Total              $527,100      $602,700         $191,400        $ 176,200
                        ========      ========         ========        =========
</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,
                                                        1999           1998        1999           1998
                                                      --------      --------      --------      ----------
<S>                                                   <C>           <C>           <C>            <C>     
Based on U.S. statutory
 federal tax rate                                     $480,988      $552,750      $171,018       $160,333
Increase (decrease) in taxes resulting from:
  State taxes, net of
   federal tax benefit                                  46,134        49,962        20,394         18,876
  Non-deductible (reportable)
   expenses (income)                                       (22)          (12)          (12)        (3,009)
                                                      --------      --------      --------      ----------

     Total                                            $527,100      $602,700      $191,400      $ 176,200
                                                      ========      ========      ========      =========

Effective tax rate                                        37.3%         37.1%         38.0%          37.4%

</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,
                                                             1999         1998
                                                          ---------    --------- 
<S>                                                       <C>          <C>      
                  Compensation                            $ 274,689    $ 347,184
                  Payroll, sales, and property taxes         48,848       29,168
                  401-k plan contribution                     5,522       20,040
                  Environmental and other costs               5,543       29,842
                                                         ----------    ---------

                                                         $  334,602    $ 426,234
                                                         ==========    =========
</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 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 $41,957 in 1999 and $33,307 in 1998.

         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 $300,747 in 1999 and $377,933 in 1998.

         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 $113,358 in
1999 and $114,852 in 1998.
<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,
                                                              -------------------------
                                                                1999              1998
                                                              -------           -------
<S>                                                           <C>               <C>    
         Was charged computer  consulting  services by
         an outside director of the Company;                  $33,887           $43,840

         Accrued   interest   income  on  an  original
         installment  note  receivable  dated June 30,
         1996  of   $235,000   due   from  a   limited
         partnership   which   is   controlled   by  a
         stockholder  of the Company and is secured by
         a deed of  trust on Texas  real  estate.  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. The  outstanding
         receivable  balance was  collected in full on
         January 4, 1999.                                     $ 6,660           $12,038

         Charged  interest  income on a mortgage  note
         receivable   of   $550,000   from  its  chief
         executive  officer  dated  December 16, 1996.
         The  note is to be  collected  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   outstanding   receivable   balance   of
         $495,801  was  collected  in full on February
         12,  1999 of  which  $247,473  was  cash  and
         $248,328 was in the form of 34,748  shares of
         the Company's common stock.                          $20,591           $24,935

</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  and  Long-Term   Debt--The   carrying  amount
approximates  fair value  because  such  liabilities  are being  valued based on
current market values.

Note 10--Commitments and Contingencies
--------------------------------------

         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.

         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, 1998 are as follows:  1998-99
- $118,443; and 1999-00 - $60,844.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11--Statement of Cash Flows
--------------------------------
<TABLE>
<CAPTION>

                                                            Nine Months Ended
                                                                March 31,
                                                         -----------------------
                                                            1999          1998
                                                         ---------     ---------
<S>                                                      <C>           <C>      
Supplementary cash flow data:

  Income taxes paid ................................     $ 548,248     $ 684,599
  Interest paid ....................................     $  23,796     $  15,658

Non-cash financing transaction:
  Collection of note receivable - officer in form of
   34,748 shares of the Company's common stock
   held as treasury shares .........................     $ 248,328     $     -0-


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

Financial Condition
Liquidity and Capital Resources
Nine-Months ended March 31, 1999

         Cash and cash equivalents  decreased to $856,749 at March 31, 1999 from
$1,301,317 at June 30, 1998,  reflecting a net outflow of cash primarily related
to the Company's repurchase of 184,648 shares of common stock. Of the total cash
and  cash  equivalents,   $975,704  net  cash  was  provided  by  the  operating
activities,  $67,621 was used in investing activities and $1,352,651 was used by
financing  activities.  During  the nine  months,  the  Registrant's  investment
activities were primarily comprised of $403,733 for additions to property, plant
and  equipment,  and patents  and  trademarks,  $32,824  used for  additions  to
deferred  compensation  contracts  and $68,422 for  additions to cash  surrender
value-life  insurance,  while  $242,358 was provided from the collection of note
receivable-officer  and  $195,000  was  provided by the  collection  of the note
receivable-partnership.  The increase in net cash used in  financing  activities
was  principally  from the  acquisition  of treasury  stock  ($726,424)  and the
payment of dividends ( $.05 per share paid on October 9, 1998 and $.06 per share
paid on March 12, 1999) of $ 530,744.

          Working  capital of  $5,573,171  increased  $25,766 or 0.5% during the
nine months ended March 31, 1999 and the working capital ratio increased to 9.06
to 1 from 6.95 to 1 as of June 30, 1998. The working capital  increased based on
the net effect of the  increase  in the mark to market  value of the  marketable
securities,  the increase in Accounts  Receivables-trade,  net of allowance  for
doubtful accounts and the paydown of Accounts Payable and accrued liabilities.

         Stockholders'  equity  per share at March 31,  1999  decreased  $.03 to
$2.54 per share  compared with $2.50 at June 30, 1998. The decrease is primarily
due to excess dividends paid and the cost of treasury stock acquired over income
earned for the nine month period. As previously authorized by the Board, 184,648
shares of GMCC stock were purchased in the current nine month period at the cost
of $974,752 and are currently  being held in the  treasury,  leaving the Company
with  4,723,146  shares  outstanding at March 31, 1999.  Under the  Registrant's
previously  announced  buyback program,  the Company is authorized to repurchase
shares of its common stock from time to time up to the total  purchase  price of
$1,500,000.

         Management  believes  internal cash flow from operations and/or incomes
from  marketable  securities to be  sufficient to provide the capital  resources
necessary to support future operating  needs, and does not currently  anticipate
material capital  expenditures that will have significant  impact on future cash
flows.
<PAGE>
Results of Operations:  Quarter  Ended--- March 31, 1999 compared with March 31,
1998
--------------------------------------------------------------------------------

          Sales  decreased  this  quarter by 4.2% as  reflected  in the  current
period sales of  $2,579,939,  a decrease of $113,555  from the same quarter last
year.  Sales at the New Jersey  and  Canadian  facilities  showed  increases  of
$15,023 and $22,272 respectively. The Texas, California and Wisconsin facilities
had lower sales this quarter  compared to the same period last year. The reduced
sales for the Texas facility reflect continued low levels of oil exploration due
to the low price of crude oil experienced during the quarter, although crude oil
prices have increased recently,  the Company has not yet seen an increased level
of exploration  activity in its Southwestern  United States market. Oil drilling
manufacturers represent a significant portion of the customer base for the Texas
facility.  Reduced sales for the California  facility  reflect  slowdowns in the
airframe  and  electronics  industries  served by the plant,  caused both by the
Asian economic crises,  which slowed orders of parts for items such as aircraft,
and the continued  decrease in military  contracting.  The Wisconsin  facility's
main customer base is in the food, and pulp and paper industries which currently
are not expanding their manufacturing  plants,  resulting in no expenditures for
our surface enhancement processes used on new equipment.

          Royalty and  investment  and other  income for the third  quarter were
$66,396  and  $164,491   respectively,   compared  with  $79,525  and  $120,075,
respectively,  in last year's third quarter.  Total  royalties from  established
licensees  decreased  16.5%,  or $13,129,  from the same quarter last year.  The
Company believes that the quarter to quarter decrease in royalty income reflects
bookkeeping and timing differences rather than an actual decline in revenue. For
the third  quarter of 1998,  royalty  income  reflects  the actual fees due from
licensees  based upon their actual  sales,  while the 1999  figures  reflect the
minimum  payments due under  licenses,  as many licensees have not yet finalized
their sales figures.  Management  believes that the final third quarter  royalty
fees will not show a decline from 1998 levels. Investment income increased 3.7%,
or $44,416,  reflecting the  continuing  upward  movement in investment  markets
during  the three  months  ended  March  31,  1999.  The  Company  maintains  an
investment  portfolio to enhance earnings and provide  liquidity for future cash
needs. The portfolio is composed of equity securities,  U.S. Treasury Securities
and obligations of U.S. Government  agencies and government  sponsored entities,
and corporate debt.

          The Company has adopted  Statement of Financial  Accounting  Standards
No. 115,  "Accounting  for Certain  Investments in Debt and Equity  Securities,"
(SFAS 115).  Under SFAS 115,  securities  are  classified as securities  held to
maturity based on management's  intent and the Company's ability to hold them to
maturity.  Such securities are stated at cost, adjusted for unamortized purchase
premiums and discounts.  Securities that are bought and held principally for the
purpose of selling them in the near term are  classified as trading  securities,
which are  carried  at market  value.  Realized  gains and  losses and gains and
losses from marking the  portfolio  to market  value are included in  investment
income.  Securities  not  classified as  securities  held to maturity or trading
securities  are  classified as securities  available for sale, and are stated at
fair value.  Unrealized  gains and losses on  securities  available for sale are
excluded from results of operations, and are reported as a separate component of
stockholders' equity, net of taxes.  Securities classified as available for sale
include  securities  that may be sold in response to changes in interest  rates,
changes in prepayment risks, or other similar circumstances.
<PAGE>
          Management determines the appropriate  classification of securities at
the  time of  purchase.  At  March  31,  1999  all of the  Company's  investment
securities were classified as trading securities.

           The $44,416  increase in trading  income for this quarter  versus the
1998 quarter is primarily  attributable to the mark to market adjustments to the
portfolio.  Although  the  Company's  portfolio  will  continue to be subject to
market changes,  management  believes the portfolio is well diversified and is a
prudent cash management tool for investing the Company's excess cash.

           Reflecting the factors  discussed above,  gross revenue for the third
quarter of this year totaled $2,813,375,  a decrease of 2.8% or $79,719 from the
same quarter of last year.

          Total costs and  expenses  were  $2,310,381  in the third  quarter,  a
decrease  of  $111,146,  or 4.6%,  from  the  same  period  last  year.  Primary
components  of costs  and  expenses  included  costs of sales of  $1,189,581,  a
decrease of $54,851 over cost of sales of  $1,244,432  for the same quarter last
year, selling and administration  expense of $959,677, a decline of $47,161 from
selling and  administration  expenses of  $1,006,838 in the same quarter of last
year, and  depreciation  and  amortization  expenses of $153,457,  a decrease of
$7,613  over  depreciation  and  amortization  expenses  of $161,070 in the same
quarter of last year. The decrease in the costs of sales reflects  decreased raw
material  costs as the  Company's  sales  decreased  during the  quarter and the
decline in selling and  administrative  expenses  also  reflects  the  Company's
reduced sales.

          Income  before  corporate  income  taxes was  $502,994  in the current
year's third quarter, an increase of $31,427 or 6.7%, from the $471,567 achieved
in last year's third quarter.  Corporate income taxes and the effective tax rate
for the period were $191,400 and 38.0% respectively,  compared with $176,200 and
37.4% in the third quarter of last year.

          Based on the above,  net  income in the third  quarter of this year of
$311,594  increased  $16,227 or 5.5% from the  $295,367  in the same period last
year.

          Earnings per share were $.07 for the third quarter 1999, compared with
$.06 per share last year,  an increase of $.01,  or 16.7%.  During the  quarter,
113,148  shares of GMCC stock were purchased and are being held in the treasury,
resulting in a weighted average of shares outstanding of 4,769,144 compared with
4,911,994 for the same period last year.

Year 2000
---------

          The  Company  has  recognized  the need to  ensure  that its  computer
systems will not be adversely  affected by the upcoming  calendar year 2000. The
Company has assessed how it may be impacted by Year 2000 and has  formulated and
commenced  implementation of a comprehensive plan to address known issues to its
computer  systems.  The plan,  as it relates  to  computer  systems,  involves a
combination of software modification,  upgrades and replacement.  The accounting
software  has  already  been  upgraded at this time,  at a cost of $12,000.  The
Company  estimates that any additional costs of Year 2000 compliance will not be
material.  However,  the  Company  cannot  measure the impact that the Year 2000
issue will have on its  vendors,  suppliers,  customers  and other  parties with
which it conducts business.
<PAGE>
Market Risk
-----------

          The  Company's  Canadian  operations  expose the Company to  potential
foreign  currency  exchange  risk on cash flows  related to sales,  expenses and
financing transactions.  The Company believes its exposure to currency rate risk
is not  material,  and the Company has not used currency  exchange  contracts to
address this risk.


          Nine Months --- March 31, 1999 compared with March 31, 1998:
          ------------------------------------------------------------

          Gross  revenue  for  this  year's  first  nine  months  of  $8,607,212
decreased 1.6%, or $143,378, over gross revenue of $8,750,590 for the first nine
months of fiscal 1998.  Both Sales and Royalty and licensee income both declined
for the nine  months  ended March 31,  1999 over the  comparable  period of last
year,  reflecting the same factors discussed above in the quarterly  comparison.
Over the nine months ended March 31, 1999,  investment income increased $102,842
partially  offsetting  the declines in Sales and Royalty and other  income.  The
investment income primarily reflects a positive mark to market adjustment to the
portfolio and short-term capital gains.

          Total  costs and  expenses  for the  current  nine month  period  were
$7,192,540  an increase of $67,688 or 1.0% from last year.  As a  percentage  of
gross revenue,  total costs and expenses  increased to 83.6% compared with 81.4%
in 1998.  Cost of Sales as a  percentage  of gross  revenue  for the nine months
increased  to 44.0% from 40.4% during the  comparative  nine month  period.  The
increase in Cost of Sales  reflects  increased  raw material  costs for the nine
month period as the Company expanded its operations.  Selling and administration
expenses  decreased to 33.5% of gross revenue in the latest period compared with
34.8%  last  year.  Depreciation  and  amortization  remained  at 6.0% of  gross
revenue.

          As a result of the above,  gross income before  corporate income taxes
for the first nine months of this year was  $1,414,672,  a decrease of $211,066,
or 13.0%, from last year.

          Corporate income taxes in this year's first nine months were $527,100,
compared  to  $602,700  for the  comparable  period of last  year.  This  year's
effective tax rate was 37.3% compared with 37.1% last year.

          As a result of the above,  net income of $887,572  declined  13.2%, or
$135,466,  from last year. Earnings per share were $.18 this year, compared with
$.21 a share last  year,  a decrease  of $.03,  or 14.3%.  During the nine month
period  184,648  shares of common stock were  purchased and are currently  being
held in the  treasury,  resulting  in a weighted  average this year of 4,830,188
compared with 4,914,152 in 1998.
<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 14, 1999 

                     /s/Candida C. Aversenti
                     ----------------------- 
                     Candida C. Aversenti
                     President


DATE  May 14, 1999


                     /s/Susan E. Neri
                     ---------------- 
                     Susan E. Neri
                     Chief Accounting Officer