<PAGE>

   

                                   FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
    

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

                    For the quarter ended December 31, 1997

                                      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 No. l-6830

                                FPA CORPORATION
            (Exact name of registrant as specified in its charter)

            Delaware                                      59-0874323
(State or other jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                       One Greenwood Square, Suite #101
                               3333 Street Road
                         Bensalem, Pennsylvania 19020
                   (Address of principal executive offices)
                           Telephone: (215) 245-7500
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes _X_ No __

       Number of shares outstanding as of February 12, 1998: 11,356,018
                (excluding 1,342,113 shares held in Treasury).


<PAGE>



                       FPA Corporation and Subsidiaries
                         Index to Financial Statements

                                                                          PAGE

Interim Financial Statements for the quarter
ended December 31, 1997

   Consolidated Balance Sheets at December 31, 1997
   and June 30, 1997                                                        1

   Consolidated Statements of Operations and Changes
   in Retained Earnings for the three months and six months
   ended December 31, 1997 and 1996                                         2

   Consolidated Statements of Cash Flows for the
   six months ended December 31, 1997 and 1996                              3
 
   Notes to Consolidated Financial Statements                             4-5





<PAGE>



                       FPA Corporation and Subsidiaries
                          Consolidated Balance Sheets
                                (in thousands)
                                                   December 31     June 30
                                                       1997           1997
                                                       ----           ----
                                                   (Unaudited)
Assets
Cash                                                $   2,944       $   1,582
Receivables
  Trade accounts                                        6,620           3,223
  Mortgage and other notes                                390             404
Real estate held for development and sale:
  Residential properties completed or
    under construction                                 41,832          35,355
  Land held for development or sale
    and improvements                                   54,094          60,067
Property and equipment, at cost, less
  accumulated depreciation                              1,847             507
Deferred charges and other assets                       5,562           6,475
                                                    ---------       ---------
                                                    $ 113,289       $ 107,613
                                                    =========       =========
Liabilities and Shareholders' Equity
Liabilities
Accounts payable                                    $  12,915       $  12,759
Accrued expenses                                        7,703           5,519
Amounts due to related parties                          2,508           2,701
Customer deposits                                       2,961           2,155
Mortgage and other note obligations
  primarily secured by real estate
  held for development and sale                        55,924          53,637
Subordinated debentures                                   601             601
Notes payable - related parties (Note G)                7,597           8,020
Other notes payable                                     3,748           2,897
Deferred income taxes                                   2,517           2,587
Minority interests                                        427             686
                                                    ---------       ---------
         Total liabilities                             96,901          91,562
                                                    ---------       ---------

Commitments and Contingencies

Shareholders' equity
Preferred stock, $1 par, 500,000
  shares authorized
Common stock, $.10 par, 20,000,000
  shares authorized, 12,698,131
  shares issued at December 31, 1997
  and June 30, 1997                                     1,270           1,270
Capital in excess of par value - common stock          17,726          17,726
Retained earnings (deficit)                            (1,630)         (1,967)
Treasury stock, at cost (1,342,113
  shares held at December 31, 1997
  and June 30, 1997, respectively)                       (978)           (978)
                                                    ---------       ---------
Total shareholders' equity                             16,388          16,051
                                                    ---------       ---------
                                                    $ 113,289       $ 107,613
                                                    =========       =========

                See notes to consolidated financial statements

                                     -1-
<PAGE>






                       FPA Corporation and Subsidiaries
                     Consolidated Statements of Operations
                             and Retained Earnings
                   (In Thousands, except per share amounts)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                              Three Months Ended            Six Months Ended
                                                   December 31,               December 31,
                                              1997         1996            1997          1996
                                           ----------------------------------------------------


<S>                                        <C>            <C>            <C>            <C>     
Earned revenues
  Residential properties                   $ 19,335       $ 21,987       $ 44,176       $ 45,804
    Related party (Note H)                    1,472                         1,472
  Land sales                                    206                           426
  Other income                                  434            677            759            991
------------------------------------------------------------------------------------------------
                                             21,447         22,664         46,833         46,795
------------------------------------------------------------------------------------------------
Costs and expenses
  Residential properties                     16,430         18,872         37,593         39,310
    Related party (Note H)                    1,459                         1,459
  Land sales                                    147                           327
  Other                                         147            121            289            233
  Selling, general and administrative         3,089          3,239          6,399          6,249
  Interest
    Incurred                                  1,770          1,490          3,496          2,971
    Less capitalized                         (1,607)        (1,281)        (3,169)        (2,540)
  Minority interests                            (88)           (15)          (104)           (28)
------------------------------------------------------------------------------------------------
                                             21,347         22,426         46,290         46,195
------------------------------------------------------------------------------------------------
Income before income taxes                      100            238            543            600
Income tax expense                               38             45            206             85
------------------------------------------------------------------------------------------------
Income from operations before
  extraordinary item                             62            193            337            515
------------------------------------------------------------------------------------------------
Extraordinary item, net                                                                      594
------------------------------------------------------------------------------------------------
Net income                                       62            193            337          1,109
Retained earnings (deficit) at
  beginning of period                        (1,692)        (3,260)        (1,967)        (4,176)
------------------------------------------------------------------------------------------------
Retained earnings (deficit) at
  end of period                            $ (1,630)      $ (3,067)      $ (1,630)      $ (3,067)
================================================================================================
Basic and diluted earnings per share:
  Income before extraordinary item         $    .01       $    .02       $    .03       $    .04
  Extraordinary gain                                                                         .06
------------------------------------------------------------------------------------------------
Total                                      $    .01       $    .02       $    .03       $    .10
================================================================================================
</TABLE>


                See notes to consolidated financial statements






                                      -2-


<PAGE>





                       FPA Corporation and Subsidiaries
                     Consolidated Statements of Cash Flows

                                                     For the six months ended
                                                     ------------------------
                                                      12/31/97       12/31/96
                                                      --------       --------
                                                             (In Thousands)
Cash flows from operating activities:
  Net income                                          $    337       $  1,109
  Adjustments to reconcile net
   income to net cash provided by
   (used in )operating activities:
   Extraordinary gain on early
    extinguishment of debt                                               (594)
   Depreciation and amortization                            69             64
(Increase) decrease in assets:
  Receivables                                           (3,383)           744
  Real estate held for development
    and sale                                              (504)        (6,457)
  Deferred charges and other assets                        913           (318)
Increase (decrease) in liabilities
  Accounts payable and accrued expenses                  2,340           (175)
  Other liabilities                                        284           (278)
                                                      --------       --------


    Net cash provided by (used in)
      operating activities                                  56         (5,905)
                                                      --------       --------

Cash flows from investing activities:
  Purchase of property and equipment, net               (1,409)
                                                      --------

    Net cash used in investing activities               (1,409)
                                                      --------

Cash flows from financing activities:
  Proceeds from mortgages and loans payable             36,778         42,876
  Repayments of mortgages and loans payable            (34,063)       (37,987)
  Purchase of treasury stock                                             (107)
                                                      --------       --------

    Net cash provided by financing acivities             2,715          4,782
                                                      --------       --------

Net increase (decrease) in cash                          1,362         (1,123)
Cash at beginning of year                                1,582          2,617
                                                      --------       --------
Cash at end of quarter                                $  2,944       $  1,494
                                                      ========       ========


Supplemental disclosure of cash flow activities:
  Interest paid, net of amounts capitalized               --             --
                                                      ========       ========
  Income taxes paid                                        102              4
                                                      ========       ========

                                      -3-


<PAGE>


                       FPA CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(A)      In July, 1996, the Company completed a transaction to fully satisfy
         notes payable with an outstanding balance of approximately $1,650,000
         and reacquired 183,177 shares of Common Stock in exchange for a cash
         payment of approximately $1,061,000. These shares have been retained
         by the Company as treasury stock. This transaction resulted in an
         extraordinary gain of $594,000 net of income tax expense of
         approximately $100,000.
   
(B)      Basic earnings per common share is computed by dividing net income by
         the weighted average number of common shares outstanding. The following
         is a reconciliation of common share amounts used in the computation
         of basic and fully diluted shares for the three and six months ended
         December 31, 1997 and 1996.
<TABLE>
<CAPTION>
                                                 Three Months Ended              Six Months Ended
                                                     December 31                    December 31
                                                 1997           1996           1997            1996
                                              -------------------------     ---------------------------
<S>                                           <C>            <C>            <C>              <C>       
Total Common Shares issued and
 outstanding (net of 1,342,113
 Treasury Shares)
Basic EPS Shares                              11,356,018     11,356,018     11,356,018       11,356,018

Add: Effect of assumed shares issued
under Treasury Stock method
for Stock Options                                126,502        156,368        102,316          157,406                 
                                              -------------------------     ---------------------------

Diluted EPS Shares                            11,482,520     11,512,386     11,458,334       11,513,424
                                              =========================     ===========================
</TABLE>
         Basic and diluted earnings per share are the same since the Company
does not have a substantial amount of dilutive securities.

         A Convertible Subordinated 7% Note due January 2, 2002 issued to
Jeffrey P. Orleans, Chairman and Chief Executive Officer of the Company, in the
amount of $3,000,000 is convertible into Common Stock at $1.50 per share. This
security was not included in the above computation since the exercise price of
$1.50 exceeds the average market price of the Company's Common Shares and, as
such, its inclusion would be antidilutive. In addition, stock options for
487,500 shares were not included since the exercise price exceeded the market
price for the three and six months ended December 31, 1997. For the three and
six months ended December 31, 1996, there were 275,000 and 165,000 shares
omitted from the calculations due to this antidilutive effect.
    
(C)      Supplemental disclosure of non-cash financing activities:

         As discussed in Note A, the Company recorded an extraordinary gain of
         $594,000 during fiscal 1997 on the early retirement of approximately
         $1,650,000 of notes payable for a cash payment of $1,061,000.

(D)      Residential properties completed or under construction consists of
         the following:

                                                   (In Thousands)
                                      December 31, 1997        June 30, 1997
                                      -----------------        -------------

         Under contract for sale           $28,446                $21,300
         Unsold                             13,386                 14,055
                                           -------                -------
                                           $41,832                $35,355
                                           =======                =======
                                                            
(E)      The above statements are unaudited but include all adjustments which
         the Company considers necessary for a fair presentation of the
         financial statements. All adjustments made for the periods presented
         were of a normal recurring nature. The results of operations for the
         three and six month periods ended December 31, 1997 and 1996 are not
         necessarily indicative of the full year.


                                       4

<PAGE>



(F)      In October, 1992, a wholly-owned subsidiary of the Company,
         Versailles at Europa, Inc., was established to act as the General
         Partner in a newly-formed Versailles Associates, L.P. (the
         "Partnership"). The Partnership was formed to purchase and develop a
         tract of land in Cherry Hill, New Jersey. The terms of the
         Partnership Agreement provide that the General Partner be allocated
         55% of the net profits and losses of the Partnership and have
         exclusive management and control over the development of the
         property. The financial statements of the Partnership are included in
         the consolidated financial statements of the Company. The limited
         partner's share of the income and capital from this entity has been
         presented as minority interest in the accompanying consolidated
         financial statements.

         Orleans Construction Corp. (OCC) has entered into a joint venture
         agreement with Bridlewood Associates, L.P., a limited partnership
         formed to develop an 85 acre parcel of land in Mount Laurel, New
         Jersey. OCC is the managing general partner. OCC and the limited
         partner share equally in the profits or losses of the entity. The
         financial statements of the Partnership are included in the
         consolidated financial statements of the Company. The limited
         partner's share of the income and capital from this entity has been
         presented as minority interest in the accompanying consolidated
         financial statements.

(G)      Notes Payable - Related Parties include various note obligations
         substantially all of which are payable to Jeffrey P. Orleans,
         Chairman and Chief Executive Officer of the Company. These
         obligations bear interest at rates ranging from 7% to prime +2%.
         These obligations have various maturity dates through January 1,
         2002.

(H)      Related party residential property revenues for the three and six
         months ended December 31, 1997 included 27 low income homes with an
         aggregate sales value of $1,472,000 which were purchased by Jeffrey
         P. Orleans, Chairman and Chief Executive Officer of the Company.
         These transactions will satisfy, in part, the Company's low income
         housing requirements in Mount Laurel Township, New Jersey. The
         selling prices for these homes which are determined by state statute,
         are the same as if the homes had been sold to unaffiliated third
         parties.



                                       5

<PAGE>



                       FPA CORPORATION AND SUBSIDIARIES

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

Liquidity and Capital Resources

                  The Company requires capital to purchase and develop land,
to construct homes, fund related carrying costs and overhead and to fund
various advertising and marketing costs to facilitate sales. The Company's
sources of capital include funds derived from operations, sales of assets and
various borrowings, most of which are secured. At December 31, 1997, the
Company had $44,677,000 available to be drawn under existing secured revolving
and construction loans for planned development expenditures. These
expenditures include site preparation, roads, water and sewer lines, impact
fees and earthwork, as well as the construction costs of the homes and
amenities. The Company believes that the funds generated from operations and
financing commitments from commercial lenders will provide the Company with
sufficient capital to meet its operating needs.

                  In February, 1998, the Company expects to contribute
$2,120,000 to the Mount Laurel Township Affordable Housing Trust Fund. This
payment will satisfy the Company's requirement to construct low and moderate
income housing at certain communities in the Township. The Company expects to
utilize proceeds from secured borrowings to fund this payment. This payment is
being accounted for as a development cost and will be allocated to specified
communities in Mount Laurel Township.

Results of Operations

                  The following table sets forth certain detail as to
residential sales activity for the six months ended December 31, 1997 and
1996, in the case of revenues earned and new orders, and at the end of the
periods indicated, in the case of backlog.

                                          Six Months Ended
                               December 31, 1997     December 31, 1996
                               -----------------     -----------------
                                        (Dollars in Thousands)

Revenues Earned                     $45,648               $45,804
  Homes                                 264                   270
  Average Price Per Unit            $   173               $   170
                                                     
New Orders                          $59,382               $46,911
  Homes                                 309                   267
  Average Price Per Unit            $   192               $   175
                                                     
Backlog                             $51,994               $41,313
  Homes                                 255                   216
  Average Price Per Unit            $   204               $   191
                                                  
                                       6

<PAGE>




                  New orders for the six months ended December 31, 1997
increased by 27% to $59,382,000 on 309 orders, compared to $46,911,000 on 267
orders during the six months ended December 31, 1996. The Company continues to
expand its geographic marketing areas within Pennsylvania and New Jersey. This
increase in new orders resulted from the opening of four new communities in
Chester and Delaware Counties in Pennsylvania. In New Jersey, the Company
opened new communities in Evesham Township, Princeton, and an active adult
community in Southampton Township, Burlington County. The average price per
unit of revenues earned and new orders increased due to a change in product
mix towards more townhouse and single family homes. The Company expects this
trend to continue.

Backlog

                  The dollar value of backlog at December 31, 1997 increased
26% to $51,994,000 on 255 homes, as compared to the backlog at December 31,
1996 of $41,313,000 on 216 homes. The Company's continued geographic
diversification with its new communities, as discussed in the preceding
paragraph, resulted in the increased backlog level.

Inflation

                  Inflation can have a significant impact on the Company's
liquidity. Rising costs of land, materials, labor, interest and administrative
costs have generally been recoverable in prior years through increased selling
prices. The Company has been able to increase prices to cover portions of
these costs. However, there is no assurance the Company will be able to
continue to increase prices to cover the effects of inflation in the future.

Operating Revenues

                  Revenues for the six months ended December 31, 1997
increased $38,000 as compared to the six months ended December 31, 1996.
Revenues from residential property sales and homes delivered (including
related party amounts) decreased by $156,000 and six homes, respectively.
Residential property revenues from related parties for the six months ended
December 31, 1997 included 27 low income homes with an aggregate sales value
of $1,472,000 which were purchased by Jeffrey P. Orleans, Chairman and Chief
Executive Officer of the Company. These transactions will satisfy, in part,
the Company's low income housing requirements in Mount Laurel Township, New
Jersey. The selling prices for these homes which are determined by state
statute, are the same as if the homes had been sold to unaffiliated third
parties. Land sales increased due to the sale, under an existing option
agreement, of thirteen single family lots in Gloucester Township, New Jersey.
Other income decreased $232,000 primarily as a result of the prior year sale
of the Company's interest in a joint venture.

                  Revenues for the second quarter of fiscal 1998 decreased
$1,217,000 compared to the second quarter of fiscal 1997. Revenues from the
sale of residential properties (including related party amounts) included 134
homes totaling $20,807,000 during the quarter ended December 31, 1997, as
compared to 129 homes totaling $21,987,000 during the quarter ended December
31, 1996.

                                       7

<PAGE>



Residential property revenues from related parties for the second quarter of
fiscal 1998 included the 27 units with a sales volume of $1,472,000 discussed
in the preceding paragraph. The inclusion of these homes resulted in the
decrease in the average sales price of homes settled. If the 27 homes are
excluded, the average sale price of homes settled during the three months
ended December 31, 1997 was approximately $181,000, compared to $170,000 for
the prior year second quarter. As previously discussed, the Company expects
this trend of increased average selling prices to continue. Land sale revenues
increased for the three months ended December 31, 1997 due to the sale, under
an existing option agreement, of six single family lots in Gloucester
Township, New Jersey. Other income decreased $243,000 primarily as a result of
the prior year sale of the Company's interest in a joint venture.

Costs and Expenses

                  Costs and expenses for the first six months of fiscal 1998
increased $95,000 which is consistent with the increase in revenues. The
increase in costs and expenses is due primarily to the timing of the land
sales previously discussed and an increase in selling, general and
administrative expenses of $150,000 as a result of start-up costs associated
with the opening of new communities. These increases were offset by a
reduction in the cost of residential properties (including related party
amounts) of $258,000 due to decreased revenues and slightly improved profit
margins. Net interest expense also decreased $104,000 due to the retirement of
debt obligations secured by land parcels which were sold to unaffiliated third
parties during fiscal 1997.


                  Costs and expenses for the second quarter of fiscal 1998
decreased $1,079,000, as compared to the second quarter of fiscal 1997. The
decreases in costs of residential properties sold (including related party
amounts) and selling, general and administrative expenses of $983,000 and
$150,000, respectively, are consistent with the decrease in revenues. These
amounts were partially offset by the increase in cost of land sales of
$147,000 due to the timing of the transactions discussed previously.

Extraordinary Items

                  In July 1996, the Company completed a transaction to fully
satisfy notes payable with an outstanding balance of approximately $1,650,000
and re-acquired 183,177 shares of Common Stock in exchange for a cash payment
of approximately $1,061,000. These shares have been retained by the Company as
treasury stock. This transaction resulted in an extraordinary gain of
$594,000, net of income tax expense of approximately $100,000.

Net Income

                  Net income for the first six months of fiscal 1998 was
$337,000 ($.03 per primary share) compared to net income of $1,109,000 ($.10
per primary share) for the first six months of fiscal 1997. The decrease is
primarily due to the July 1996 extraordinary gain and income from a joint
venture. These amounts were offset by slightly improved gross profit margins,
income from land sales and a reduction in net interest expense in fiscal 1998.

                                       8

<PAGE>



                  Net income for the second quarter of fiscal 1998 was $62,000
($.01 per primary share) compared to net income of $193,000 ($.02 per primary
share) for the prior year quarter. Fiscal 1997 results included income of
approximately $260,000 (net of income taxes) from the sale of the Company's
interest in a joint venture. The profit from the lot sales, coupled with the
reduction in net interest expense, are the primary reasons for the remaining
increase in net income for the current year quarter.

Litigation

                  During the second quarter of fiscal 1998, a judgment in the
amount of $2,500,000 was rendered against FPA Corporation, and in the amount
of $1,250,000 against the Estate of Marvin Orleans and Jeffrey P. Orleans,
trading as Orleans Construction Company, a partnership (collectively, "OCC")
by the Court of Common Pleas of Bucks County, in an action brought against FPA
Corporation, OCC, and an unrelated party arising out of injuries to two
workmen at an FPA Corporation project during its construction phase. The
plaintiffs have also requested "delay damages" based upon an allegation, which
FPA and OCC will contest, that FPA and OCC inappropriately delayed the trial.
Although the amount of delay damages, if granted, is uncertain, the portion
thereof allocable to FPA and OCC could be as much as approximately $2,250,000
between them. FPA and OCC have filed post-trial motions challenging the
judgment. One of FPA's subcontractors is insured for up to $2,000,000 under
two insurance policies; that subcontractor's insurance company provided a
defense to FPA and OCC and its limits stand in front of FPA's primary
insurance policy. FPA and OCC are insured up to $1,000,000 under its primary
policy in effect at that time and FPA and OCC are further insured under an
umbrella policy for $15,000,000. The subcontractor's insurance company, FPA's
primary insurance company and FPA's excess insurer have acknowledged coverage
up to their aggregate policy limits. Therefore, the full amount of the
judgment, including delay damages, is expected to be satisfied from insurance
proceeds.

                  Accordingly, the Company has recorded an accrued expense for
$2,500,000 for its portion of the judgment discussed above. The Company also
has recorded a receivable for $2,500,000, representing the amount the Company
believes it will recover from the various insurance carriers to satisfy its
portion of the judgment. Based upon the outcome of post-trial motions
challenging the judgments and any potential future award of delay damages, the
Company will adjust its liability and insurance recovery amounts accordingly.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995.

                  The following important factors could cause FPA's actual
consolidated results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, FPA Corporation:


                                       9

<PAGE>




o        changes in consumer confidence due to perceived uncertainty of future
         employment opportunities and other factors;

o        competition from national and local homebuilders in the Company's
         market areas;

o         building material price fluctuations;

o        changes in mortgage interest rates charged to buyers of the Company's
         homes;

o        changes in the availability and cost of financing for the Company's
         operations, including land acquisition;

o        revisions in federal, state and local tax laws which provide
         incentives for home ownership;

o        delays in obtaining land development permits as a result of (I)
         federal, state and local environmental and other land development
         regulations, (ii) actions taken or failed to be taken by governmental
         agencies having authority to issue such permits, and (iii) opposition
         from third parties; and

o        increased cost of suitable development land.





                                      10

<PAGE>



                          PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         The registrant incorporates herein by reference the information
contained in Part 1, Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations Litigation".

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

         On December 5, 1997, the Company held its Annual Meeting of
Stockholders pursuant to a notice dated November 4, 1997. Definitive proxy
materials were filed with the Securities and Exchange Commission prior to the
meeting. A total of 10,047,307 shares were voted at the meeting constituting
88.5% of the 11,356,018 shares entitled to vote.

         At the Annual Meeting, the seven nominees (Sylvan M. Cohen, Benjamin
D. Goldman, Robert N. Goodman, Andrew N. Heine, David Kaplan, Lewis Katz and
Jeffrey P. Orleans) who were nominated for re-election and were previously
elected by the stockholders were all elected.

         The results of the vote were as follows:

                                                            Shares for Which
                                      Shares Voted For      Vote Was Withheld
                                      ----------------      -----------------

         Sylvan M. Cohen              10,046,787                     520
         Benjamin D. Goldman           9,894,443                 152,864
         Robert N. Goodman            10,046,787                     520
         Andrew N. Heine              10,046,787                     520
         David Kaplan                 10,046,787                     520
         Lewis Katz                   10,046,787                     520
         Jeffrey P. Orleans           10,046,787                     520

           The stockholders also approved the appointment of Price Waterhouse,
LLP as independent accountants to examine the books, accounts and records of
the Company for fiscal 1998. A total of 10,047,057 shares were voted in favor
of this proposal; and 250 shares abstained from the vote.

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibit 27 - Financial Data Schedule (included in electronic
filing format only).



                                      11

<PAGE>


                       FPA CORPORATION AND SUBSIDIARIES

                                  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.

                                         FPA CORPORATION
                                         (Registrant)

         May 29, 1998                    /s/ Benjamin D. Goldman
                                         -------------------------------------
                                         Benjamin D. Goldman
                                         President and Chief Operating Officer


         May 29, 1998                    /s/ Joseph A. Santangelo
                                         -------------------------------------
                                         Joseph A. Santangelo
                                         Treasurer, Secretary and
                                         Chief Financial Officer



                                      12