<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 October 31, 1998

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---    EXCHANGE ACT OF 1934. For the transition period from _______ to _______.

                          Commission file number 0-7276

                       THE GOODHEART-WILLCOX COMPANY, INC.
-------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

           Delaware                                             36-2135994
-------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                           Identification No.)

18604 W. Creek Drive, Tinley Park, Illinois                        60477
-------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                                 (708) 687-5000
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last 
report)

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     . 
                                      -----   -----

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes      No     .
                         -----   -----

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: October 31, 1998 - 584,700 shares.
      ----------------------------------




<PAGE>   2



                                      INDEX

                       THE GOODHEART-WILLCOX COMPANY, INC.

<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION                                          PAGE
-------   ---------------------                                          ----
<S>       <C>                                                            <C>
Item 1.   Financial Statements

          Consolidated Balance Sheets - October 31, 1998 and 
             April 30, 1998.....................................          3

          Consolidated Statements of Earnings - Three Months 
             Ended October 31, 1998 and 1997; Six Months Ended 
             October 31, 1998 and 1997..........................          5

          Consolidated Statements of Stockholders' Equity - 
             Six Months Ended October 31, 1998 and 1997.........          6

          Consolidated Statements of Cash Flows - Six Months 
             Ended October 31, 1998 and 1997....................          7

          Notes to Consolidated Financial Statements - 
             October 31, 1998...................................          8

Item 2.   Management's Discussion and Analysis of Financial 
             Condition and Results of Operations................         14

SIGNATURES......................................................         19
----------

PART II.  OTHER INFORMATION
--------  -----------------

Item 6.   Exhibit 27 - Financial Data Schedule..................         20

</TABLE>






<PAGE>   3



PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

=============================================================================
<TABLE>
<CAPTION>
                                               October 31,         April 30,
                  ASSETS                           1998              1998
                                               ------------      ------------
                                                                    (Note)
<S>                                            <C>               <C>
Current assets
   Cash and cash equivalents.................  $  4,623,000      $  2,119,000
   Accounts receivable - net of allowance 
      for doubtful receivables and sales 
      returns of $387,000 and $206,000........    3,057,000         1,661,000
   Inventories................................    2,301,000         2,415,000
   Deferred income taxes......................      742,000           742,000
   Other .....................................       87,000           106,000
                                               ------------      ------------

         Total current assets.................   10,810,000         7,043,000

Prepublication costs - net of accumulated 
   amortization of $1,362,000 and $1,557,000..    1,121,000         1,149,000
Property and equipment - net..................    4,831,000         4,930,000
Cash surrender value of life insurance........       62,000            55,000
                                               ------------      ------------

                                               $ 16,824,000      $ 13,177,000
                                               ============      ============
</TABLE>

Note:  The consolidated balance sheet at April 30, 1998 has been taken from 
       the audited financial statements at that date.

The accompanying notes are an integral part of these statements.


                                       3
<PAGE>   4


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS - CONTINUED
(UNAUDITED)
=============================================================================
<TABLE>
<CAPTION>
                                               October 31,         April 30,
     LIABILITIES AND STOCKHOLDERS' EQUITY          1998              1998
                                               ------------      ------------
                                                                    (Note)
<S>                                            <C>               <C>
Current liabilities
   Accounts payable..........................  $    862,000      $    805,000
   Accrued compensation......................       778,000           399,000
   Accrued other.............................       853,000           379,000
   Dividends payable.........................           -             293,000
   Royalties payable.........................       723,000           260,000
                                               ------------      ------------
                                               
         Total current liabilities...........     3,216,000         2,136,000

Deferred income taxes........................        86,000            86,000
                                              
Commitments and contingencies................           -                 -
                                              
Stockholders' equity                          
   Common stock..............................       762,000           762,000
   Retained earnings.........................    18,469,000        15,902,000
                                               ------------      ------------

                                                 19,231,000        16,664,000

   Less cost of 177,300 shares of common 
     stock held in treasury..................    (5,709,000)       (5,709,000)
                                               ------------      ------------

                                                 13,522,000        10,955,000

                                               $ 16,824,000      $ 13,177,000
                                               ============      ============
</TABLE>

Note: The consolidated balance sheet at April 30, 1998 has been taken from 
      the audited financial statements at that date.


The accompanying notes are an integral part of these statements.


                                       4


<PAGE>   5

PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
 (UNAUDITED)
===============================================================================
<TABLE>
<CAPTION>

                                 Three months ended        Six months ended
                                     October 31,              October 31,       
                              ----------------------   ------------------------
                                 1998        1997          1998         1997
                              ----------  ----------   -----------  -----------
<S>                           <C>         <C>          <C>          <C>
Sales ......................  $6,831,000  $6,420,000   $12,096,000  $12,345,000
                              
Cost of goods...............   1,775,000   1,575,000     3,329,000    3,308,000
                              ----------  ----------   -----------  -----------
                              
         Gross profit.......   5,056,000   4,845,000     8,767,000    9,037,000
                              
Operating expenses            
   Selling, general and       
      administrative........   1,820,000   1,739,000     3,485,000    3,366,000
   Royalties................     708,000     675,000     1,252,000    1,283,000
                              ----------  ----------   -----------  -----------
                              
                               2,528,000   2,414,000     4,737,000    4,649,000
                              ----------  ----------   -----------  -----------
                              
         Operating profit...   2,528,000   2,431,000     4,030,000    4,388,000
                              
Other income (expense)        
   Interest income..........      22,000      33,000        37,000       55,000
   Interest expense.........         -       (61,000 )        -        (131,000)
   Other ...................       6,000       1,000         8,000        3,000
                              ----------  ----------   -----------  -----------
                              
                                  28,000     (27,000)       45,000      (73,000)
                              ----------  ----------   -----------  -----------
                              
         Earnings before      
             income taxes...   2,556,000   2,404,000     4,075,000    4,315,000
                              
Income tax expense .........     946,000     888,000     1,508,000    1,596,000
                              ----------  ----------   -----------  -----------
                              
                              
         NET EARNINGS.......  $1,610,000  $1,516,000   $ 2,567,000  $ 2,719,000
                              ==========  ==========   ===========  ===========
                              
Earnings per share..........       $2.75       $2.59         $4.39        $4.65
                                   =====       =====         =====        =====
</TABLE>


The accompanying notes are an integral part of these statements.


                                       5



<PAGE>   6


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED OCTOBER 31, 1998 AND 1997
(UNAUDITED)

=============================================================================
<TABLE>
<CAPTION>
                                                                   Net
                                                               unrealized
                                                               gain (loss)
                                                             on investment
                                                              securities
                                       Common     Retained    available       Treasury
                                       stock      earnings     for sale        stock         Total      
                                      --------  -----------   ------------  -----------   -----------
<S>                                   <C>       <C>             <C>         <C>           <C>
Balance at April 30, 1998...........  $762,000  $15,902,000     $      -    $(5,709,000)  $10,955,000

Net earnings for period.............       -      2,567,000            -            -       2,567,000
                                      --------  -----------     ---------   -----------   -----------

Balance at October 31, 1998.........  $762,000  $18,469,000     $      -    $(5,709,000)  $13,522,000
                                      ========  ===========     ---------   -----------   ===========

Balance at April 30, 1997...........  $762,000  $13,513,000     $   7,000   $(5,709,000)  $ 8,573,000

Net earnings for period.............       -      2,719,000            -            -       2,719,000
                                      --------  -----------     ---------   -----------   -----------

Balance at October 31, 1997.........  $762,000  $16,232,000     $   7,000   $(5,709,000)  $11,292,000
                                      ========  ===========     =========   ===========   ===========
</TABLE>



The accompanying notes are an integral part of these statements.

                                       6



<PAGE>   7


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED OCTOBER 31,
(UNAUDITED)
===============================================================================
<TABLE>
<CAPTION>

                                                           1998         1997      
                                                       -----------  -----------
<S>                                                    <C>          <C>
Cash flows from operating activities:                  
   Net earnings .....................................  $ 2,567,000  $ 2,719,000
   Adjustments to reconcile net earnings to net        
      cash provided by operating activities            
         Depreciation expense........................      192,000      140,000
         Amortization of prepublication costs........      497,000      546,000
         Changes in operating assets and liabilities   
             Accounts receivable.....................   (1,396,000)  (1,349,000)
             Inventories.............................      114,000      799,000
             Other assets............................       19,000       36,000
             Accounts payable........................       57,000     (497,000)
             Accrued expenses........................      853,000    1,175,000
             Royalties payable.......................      463,000      459,000
                                                       -----------  -----------

                Net cash provided by 
                  operating activities...............    3,366,000    4,028,000

Cash flows from investing activities:
   Purchases of property and equipment...............      (93,000)     (56,000)
   Purchases of prepublication costs.................     (469,000)    (391,000)
   Increase in cash surrender value of 
     officer's life insurance........................       (7,000)      (9,000)
                                                       -----------  -----------

                Net cash used in 
                  investing activities...............     (569,000)    (456,000)

Cash flows from financing activities:
   Principal payments on long-term debt..............          -     (1,303,000)
   Principal payments on short-term debt.............          -       (651,000)
   Dividends paid....................................     (293,000)    (293,000)
                                                        ----------  -----------

                Net cash used in financing 
                  activities.........................     (293,000)  (2,247,000)
                                                        ----------  -----------

                Increase in cash and cash 
                  equivalents........................    2,504,000    1,325,000

Cash and cash equivalents at beginning of period.....    2,119,000    2,613,000
                                                        ----------   ----------
                                                       
Cash and cash equivalents at end of period...........   $4,623,000   $3,938,000
                                                        ==========   ==========

Supplemental disclosure of cash flow information:
   Cash paid during the period for Income 
     taxes - net.....................................   $1,013,000   $  915,000
                                                        ==========   ==========
</TABLE>


The accompanying notes are an integral part of these statements.



                                       7

<PAGE>   8

PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998
(UNAUDITED)

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. The Company's business is seasonal, and operating results for the
three month and six month periods ended October 31, 1998 are not necessarily
indicative of the results that may be expected for the year ending April 30,
1999. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended April 30, 1998.

BUSINESS ACTIVITY

The Company publishes textbooks on technology, trade and technical, family and
consumer sciences, and vocational subjects. The Company's activities include the
search for authors, the procurement and editing of manuscripts, and the design,
illustration and marketing of its textbooks. Printing and binding of books is
done by outside contractors.

The Company's sales are primarily domestic, and the Company's customer base
includes state schools and community colleges. Historically, the Company has
experienced its highest level of sales in its first and second quarter and its
lowest level in the fourth quarter. This pattern has resulted from purchasing
habits of its school customers.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, G/W Investment Company, Inc. All significant
intercompany transactions have been eliminated in consolidation.

REVENUE RECOGNITION

The Company recognizes revenue at time of shipment from Company warehouse or
outside depositories. A provision is made for estimated returns, consisting of
sales value less related inventory costs and royalty costs.


                                       8

<PAGE>   9


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 31, 1998
(UNAUDITED)

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVENTORIES

Inventories are valued at the lower of cost or market. Cost of inventories was
determined by the last-in, first-out (LIFO) and the first-in, first-out (FIFO)
methods as summarized below (see note B):

<TABLE>
<CAPTION>
                                                     October 31,     April 30,
                                                        1998           1998      
                                                     -----------    ----------
<S>                                                  <C>            <C>      
Last-in, first-out method..........................  $2,225,000     $2,330,000
First-in, first-out method.........................      76,000         85,000
                                                     ----------     ----------
                                                    
                                                     $2,301,000     $2,415,000
                                                     ==========     ==========
</TABLE>

Cost includes the purchase of paper, printing and binding from outside sources.
No allocation of selling and administrative expenses is included in inventories.

Even though some books will not be sold in the current period, large quantities
of books are printed initially for stock, due to economies of scale. Management
feels that substantially all books will be sold in the current period and,
therefore, classifies all inventories as a current asset.

INVESTMENT SECURITIES

Available-for-sale securities are those that management designated as available
to be sold in response to changes in market interest rates or liquidity needs.
Investment securities available-for-sale are stated at fair value, with the
unrealized gains or losses shown as a component of stockholders' equity. Gains
or losses on disposition of these securities are determined using the specific
identification method.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation.
Depreciation is provided on the straight-line and accelerated methods over the
estimated useful lives of the assets. Annual depreciation rates range from 20%
to 40% for equipment and from 3% to 20% for buildings and improvements.

Expenditures for repairs and maintenance are charged against income when
incurred, and replacements are capitalized. Gains or losses on dispositions of
property and equipment are included in income.


                                       9

<PAGE>   10


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 31, 1998
(UNAUDITED)

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Expenditures for repairs and maintenance are charged against income when
incurred, and replacements are capitalized. Gains or losses on dispositions of
property and equipment are included in income.

PREPUBLICATION COSTS

The Company capitalizes certain outside contractor costs, primarily artwork,
film and preparation costs, associated with creation of the textbooks and
supplements. Prepublication costs are amortized over a period of three years,
under the straight-line method.

ADVERTISING COSTS

The Company expenses advertising costs as incurred.

EDITORIAL COSTS

Editorial costs are charged to expense as incurred.

INCOME TAXES

The Company accounts for taxes under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". SFAS No. 109
utilizes the liability method, and deferred taxes are determined based on the
estimated future tax effects of differences between the financial statement and
tax bases of assets and liabilities given the provisions of the enacted tax
laws.

EARNINGS PER SHARE

Earnings per share is computed on the weighted average number of shares
outstanding for the period. The FASB has issued Statement of Financial
Accounting Standards No. 128, Earnings Per Share, which is effective for
financial statements issued after December 15, 1997. The Company has adopted the
provisions of SFAS No. 128 in these financial statements. Earnings per share is
computed on the weighted average number of shares of 584,700 for the periods
ending October 31, 1998 and 1997, respectively.

COMMON STOCK

The Company has 1,000,000 shares of $1 par value common stock authorized and
762,000 shares issued, of which 177,300 shares have been repurchased by the
Company. As of October 31, 1998 and April 30, 1998 the Company had 584,700
shares outstanding.


                                       10

<PAGE>   11


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 31, 1998
(UNAUDITED)

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. The carrying value of
such assets approximates their fair value.

RECLASSIFICATIONS

Certain 1997 amounts have been reclassified to conform with the 1998
presentation.

PERVASIVENESS 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 the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS

During 1997 the Financial Accounting Standards Board (FASB) issued Statements of
Financial Accounting Standards (SFAS) No. 130. "Reporting Comprehensive Income"
and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," both effective for fiscal years beginning after December 15, 1997.

SFAS No. 130 requires disclosures for the components of and total comprehensive
income in the period in which they are recognized in the financial statements.
Comprehensive income is defined as the change in equity (net assets) of a
business enterprise arising from transactions and other events and circumstances
from non-owner sources. It includes all changes in shareholders' equity during
the reporting period except those resulting from investments by owners and
distributions to owners. The adoption of this new standard has not had a
material impact on the disclosure of comprehensive income.

SFAS No. 131 requires disclosures of certain segment information based on the
way that management evaluates segments for making decisions and assessing
performance. It also requires disclosure of certain information about products
and services, the geographic areas in which the Company operates, and major
customers. The adoption of this new standard has not had a material impact on
the disclosure of segment information.




                                       11


<PAGE>   12


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 31, 1998
(UNAUDITED)

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

NOTE B - INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                    October 31,        April 30,
                                                       1998              1998     
                                                    -----------       ----------
<S>                                                 <C>               <C>
Raw materials....................................   $   53,000        $   87,000
Work-in-process..................................       76,000            85,000
Finished goods...................................    2,172,000         2,243,000
                                                     ---------         ---------
                                                    $2,301,000        $2,415,000
                                                    ==========        ==========
</TABLE>

Inventories would have been $2,737,000 and $2,640,000 higher at October 31, 1998
and April 30, 1998, respectively, if the FIFO method of accounting had been used
on all inventories.

An actual valuation of inventory under the LIFO method can be made only at the
end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Since these are
subject to many forces beyond management's control, interim results are subject
to the final year-end LIFO inventory valuation.

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

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                    October 31,        April 30,
                                                       1998              1998     
                                                    -----------       ----------
<S>                                                 <C>               <C>
Land.............................................   $  814,000        $  814,000
Buildings and improvements.......................    4,056,000         4,056,000
Equipment........................................    1,950,000         1,857,000
                                                     ---------        ----------
                                                     6,820,000         6,727,000
Less accumulated depreciation....................    1,989,000         1,797,000
                                                    ----------        ----------
                                                    $4,831,000        $4,930,000
                                                    ==========        ==========
</TABLE>


                                       12

<PAGE>   13


PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 31, 1998
(UNAUDITED)

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

NOTE D - INCOME TAXES

Income tax expense varies from the amount computed by applying the statutory
Federal income tax rate to earnings before income taxes primarily  because of
state income taxes, tax-exempt interest income, and officer's life insurance.

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

NOTE E - EMPLOYEE BENEFIT PLANS

The Company has a profit sharing plan, covering all full-time employees. Company
contributions are voluntary and at the discretion of the Board of Directors.
Annual contributions by the Company cannot exceed 15% of eligible compensation.
The Company has recorded contributions amounting to $179,000 and $169,000 for
the six months ended October 31, 1998 and 1997, respectively.

Effective May 1, 1994, the Company adopted The Goodheart-Willcox Company, Inc.
Supplemental Executive Retirement Plan for the benefit of certain management
employees as determined by the Board of Directors. The purpose of the plan is to
provide additional benefits for those participants who have profit sharing
benefits limited by the Internal Revenue Code.

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

NOTE F - COMMITMENTS AND CONTINGENCIES

The Company has entered into employment agreements with the former Chairman of
the Board of Directors and President that provides for annual compensation and
certain other benefits including death benefit payments equal to two years
salary. The present value of the estimated death benefit payable under these
agreements of approximately $160,000 is included in accrued compensation at
October 31, 1998 and April 30, 1998.




                                       13




<PAGE>   14


                         PART I - FINANCIAL INFORMATION
                                        
                                   FORM 10-Q
                                        
                      THE GOODHEART-WILLCOX COMPANY, INC.
                                        
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Second Quarter Fiscal 1999 Compared With Second Quarter Fiscal 1998
-------------------------------------------------------------------

OPERATING RESULTS

The Company's net sales for the second quarter of fiscal 1999 increased $411,000
or approximately 6% more than the same quarter in the previous fiscal year. The
second quarter increase is primarily attributable to stronger than anticipated
sales from open territories across the entire publication list, helping to
offset the absence of state adoptions in the curriculum areas served by the
Company's product line. In the second quarter of fiscal 1998, net sales
decreased $87,000 or approximately 1% less than the same quarter in the previous
fiscal year, due primarily to the timing factor of shipping products to
Goodheart-Willcox customers so that orders were current at the end of the first
quarter and prior to the United Parcel Service disruption. For the six months
ending October 31, 1998, net sales decreased $249,000 or approximately 2%,
compared to the same period for the prior fiscal year. The net sales decrease
for the first six months of fiscal 1999 is due to the absence of state adoptions
in the curriculum areas focused on by the Company, offset to some extent with
solid performance in open territories, along with selective price increases. For
the six months ending October 31, 1997, net sales increased $1,333,000 for an
approximate 12% improvement compared to the same period for the prior fiscal
year. The net sales increase for the six months of fiscal 1998 was due to strong
orders for the Company's products from open territories and increased orders
from the adoption states of North Carolina and Kentucky, along with selective
price increases. State textbook adoptions, which contribute substantially to the
Company's sales, historically have been held at regular intervals. During the
past several years the intervals between adoption periods have been
significantly increased. However, fiscal 1999 is an exception to the typical
cyclical pattern of state textbook adoptions in that there is an absence of
opportunity to submit products for sale in any of the categories in which the
Company publishes textbooks or supplements. Selective price increases are made
each year on a product-by-product basis after considering the cost of paper,
printing, and binding, the overhead contribution, and competitive pricing. The
selective price increases will not totally offset any significant decline in
school expenditures for textbooks and supplements. The reserve for future
returns may experience minor fluctuations to reflect current business practices
and expectations of the return rate for various product categories and markets.

The cost of goods sold as a percentage of sales in the second quarter of fiscal
1999 was 26.0% compared to 24.5% in the second quarter of fiscal 1998 and 31.0%
in the second quarter of fiscal 1997. For the six months ending October 31,
1998, the cost of goods sold as a percentage of sales was 27.5% compared to
26.8% for the first six months of fiscal 1998 and 31.3% for the first six months
of fiscal 1997. The change in the cost of goods sold as a percentage for the
first six


                                       14

<PAGE>   15


months of fiscal 1999 was a result of adjusting print quantities to match the
projected absence of state adoptions coupled with careful decisions regarding
the quantities of products manufactured for initial press runs for new titles as
well as the quantities selected for reprints of backlist titles, factoring in
decisions which matched product characteristics with the available manufacturing
technology provided by suppliers. The change in the ratio of the cost of goods
sold as a percentage of sales for the first six months of fiscal 1998 reflects
more favorable paper prices in a period of increased sales and larger or more
favorable sized press runs ordered in anticipation of strong sales for the
period. As stated in a recent annual report, "It is possible that the Company
will not be able to pass through all the paper price increases to our
customers." While recent paper prices have been relatively stable, factors
affecting the ratio of the cost of goods sold as a percentage of sales are the
result of decisions regarding selected selling price increases, adjustments to
the print and reprint quantities, and the application of computer technology by
outside suppliers permitting shorter press runs, reduction in manufacturing
time, the elimination of traditional film processes coupled with consistent high
quality allowing Goodheart-Willcox to better control the unit cost of textbooks
and supplements. Management decisions must be balanced between the relative cost
of the goods sold as a percentage of sales versus the investment affecting the
timing of when new or revised products come to market and contribute to sales.

Operating expenses for the second quarter of fiscal 1999 consisting of
royalties, selling, general, and administrative expenses increased $114,000 or
approximately 4.7% over the second quarter of fiscal 1998, compared to fiscal
1998's second quarter increase of $102,000 or approximately 4.5% over the second
quarter of fiscal 1997. For the six months ending October 31, 1998, the
operating expenses increased $88,000 or approximately 1.9%, compared to an
increase of $420,000 or approximately 10% for the first six months of fiscal
1998. As a percentage of sales, the selling, general, and administrative
expenses for the second quarter of fiscal 1999 were 27% compared to 27% for the
second quarter of fiscal 1998 and 25% for the second quarter of fiscal 1997. For
the six month period ending October 31, 1998, the selling, general, and
administrative expenses as a percentage of sales were 29% compared to 27% for
the same period in the previous fiscal year and 28% for the same period in
fiscal 1997. A major component of the operating expenses is the distribution of
sample textbooks and supplements as a marketing tool which is unique to the
textbook industry. In the first six months of fiscal 1999, the sampling expenses
decreased to $198,000 from $288,000 for the first six months of the previous
fiscal year due to the absence of state textbook adoption calls in the
curriculum areas served by the Company's products compared to previous years.

The 6.4% increase in net sales during the second quarter of fiscal 1999, coupled
with a 1.5% higher cost of goods sold as a percentage of sales and 4.7% greater
operating expenses, increased the Company's income from operations by $97,000,
or approximately 4.0%, to $2,528,000. For the second quarter of fiscal 1998, the
1.3% decrease in net sales, coupled with a 20.9% decline in the cost of goods
sold as a percentage of sales and 4.4% greater operating expenses, increased the
Company's income from operations by $254,000, or approximately 11.7%, to
$2,431,000. For the second quarter of fiscal 1997, the 27% increase in net sales
coupled with a lower cost of goods sold as a percentage of sales and higher
operating expenses, increased the Company's income from operations by $903,000
or approximately 71% to $2,177,000. For the six months ending October 31, 1998,
the 2.0% decrease in net sales, coupled with a 0.7% higher cost of goods sold as
a percentage of sales and a 1.9% greater operating expenses, decreased the


                                       15

<PAGE>   16


Company's income from operations by $358,000, approximately 8.2%, to $4,030,000.
For the six months ending October 31, 1997, the 12.1% increase in net sales and
the 4.5% decrease in the cost of goods sold as a percentage of sales and a 9.9%
increase in operating expenses, increased the Company's income from operations
by $1,052,000, or approximately 31.5%, to $4,388,000. For the six months ending
October 31, 1996, the 16% increase in net sales and the 8% increase in operating
expenses coupled with a lower cost of goods sold as a percentage of sales at
31%, increased the Company's income from operations by $810,000, or
approximately 32%, to $3,336,000. Other income or expense for the second quarter
of fiscal 1999 amounted to income of $28,000 compared to an expense of $27,000
in the second quarter of fiscal 1998 and income of $30,000 in the second quarter
of fiscal 1997. For the six month period ending October 31, 1998, other income
or expense was income of $45,000 compared to an expense of $73,000 in the first
six months of fiscal 1998 and income of $56,000 in the first six months of
fiscal 1997. A significant change in other income or expense in the first six
months of the fiscal years may be traced to the interest paid in fiscal 1998
related to the repurchase of the shares of the Company's stock. Another factor
influencing other income or expenses may be attributed to reduced interest
income due to investment in the new facility and new hardware and software. As
shown in the consolidated statements of earnings, net earnings increased $94,000
for the second quarter and decreased $152,000 for the first six months of the
current fiscal year. The Company's fiscal year ending April 30th divides the
purchasing patterns of its educational customers such that the major marketing
and inventory buildup efforts and investment occur at the end of the fiscal
year, while the resulting sales primarily follow in the first two quarters of
the next fiscal year.

LIQUIDITY

Cash and cash equivalents totaled $4,623,000 at October 31, 1998, an increase of
$2,504,000 from the year ended April 30, 1998. Accounts receivable, net of
allowances for doubtful receivables and sales returns totaled $3,057,000 at
October 31, 1998, an increase of $1,396,000 from the year ended April 30, 1998.
For the quarter ending October 31, 1998, the Company had no long-term debt,
compared to the quarter ending October 31, 1997 when the Company had long-term
debt of $1,302,000 resulting from the repurchase of the Company's stock. As
shown in the statements of cash flows, the cash provided by the operating
activities of the Company for the first six months of fiscal 1999 amounted to
$3,366,000 as compared to $4,028,000 for the first six months of fiscal 1998, a
change which is attributable to decrease in net earnings after adjustments to
accounts covering amortization of prepublication costs, inventories, accounts
payable, and accrued expenses. The cash provided by the operating activities of
the Company for the first six months of fiscal 1998 amounted to $4,028,000 as
compared to $3,740,000 for the first six months of fiscal 1997, a change which
is attributed to an increase in net earnings after adjustments to accounts
covering depreciation expenses, amortization of prepublication costs,
inventories, accounts payable, and accrued expenses. The significant changes in
assets and liabilities for the first six months of fiscal 1999 include an
increase in cash and cash equivalents and accounts receivable, a decrease in
inventories which were built up in anticipation of the seasonal sales, and an
increase in accrued expenses. The significant changes in assets and liabilities
for the first six months of fiscal 1998 include a decrease in both the current
portion and long-term portion of the note payable from the repurchase of the
Company's stock, a decrease in inventories which were built up in anticipation
of strong seasonal sales, a decrease in accounts payable, and an increase in
accrued expenses. There have been no changes in business practices including
credit terms or collection efforts from previous years.

                                       16




<PAGE>   17


Investment in new and revised products for the first six months of fiscal 1999
was $469,000, an increase of $78,000 from the first six months of fiscal 1998
when $391,000 was used for the purchase of prepublication services. The rate of
investment in new and revised products as a percentage of sales for the first
six months of fiscal 1999 was approximately 3.9% compared with the previous
fiscal year's first six months of 3.2%. The Company currently intends to
maintain its traditional pace of prepublication investment in products and
services in future quarters to maintain a publishing program of adding new
titles and products to the line while revising a backlist of products to match
marketing and customer needs with attention directed at year 2000 copyrights.
With advances in general technology, the magnitude of revision efforts required
to keep the industrial and technical product line up-to-date has typically
increased investment allocations over patterns earlier in the decade. In the
first six months of fiscal 1999, $93,000 was invested in property and equipment
compared to $56,000 in the first six months of fiscal 1998, an increase of
$37,000 which was primarily directed into computer hardware and software to
strengthen the business and marketing functions of the Company. In the first six
months of fiscal 1997, $2,427,000 was invested in property and equipment when
the new Tinley Park facility was being completed.

The primary financing use of cash in the six months ending October 31,1998 was
the payment of dividends at the rate of $.50 per share which was at the same
rate as paid in the first six months of fiscal 1998. In the first six months of
fiscal 1999 no interest or principal payments were made, as compared to the
first six months of fiscal 1998 when $1,954,000 of internally generated funds
was applied against the principal of the note payable for the repurchase of the
Company's stock. In the second quarter of fiscal 1998, $651,000 was paid against
the current installment due and $1,303,000 was prepaid against the balance of
installments not yet due.

The first and second quarters of the Company historically have displayed
increased shipments and increased growth in accounts receivable while inventory
declined. In looking ahead to the third and fourth quarters, there is an
anticipated growth in inventories as new and revised products are published for
the next calendar/copyright year and for the next marketing cycle. Also, in the
third quarter, accounts receivable historically decline as cash and cash
equivalents increase. The seasonal and cyclical nature of selling products such
as textbooks and supplements into the two separate semesters of the educational
market tends to affect the periodic liquidity of the Company due to the required
buildup of inventory for the anticipated needs of schools opening in the Fall
and for second semester.

CAPITAL RESOURCES

It is anticipated that the future capital needs of the Company will be met from
internally generated funds. The investment in computer software and hardware on
a department-by-department basis, such as the editorial area or the creative
area, will be met from operating cash flow. In the first six months of fiscal
1999, the Company converted to new software and hardware for the business,
marketing, and distribution operations to improve customer service, inventory
and warehouse management, and information technology. The business, marketing,
and distribution software and hardware were acquired in fiscal 1998 using
internally generated funds. Also in fiscal 1998, the creative area acquired a
new network server and workstations enabling the conversion to more productive
software for the design and assembly of products. For fiscal 1999, the projected
investment in prepublication products and services is expected to



                                       17



<PAGE>   18


follow the typical pattern established in previous years with plans to revise
popular backlist titles and to publish new products for the Company's line of
textbooks and supplements. The Company's previous land and building in South
Holland, Illinois are being offered for sale and carried at net book value which
is less than the estimated fair market value less cost to sell. In fiscal 1998,
prepayment of the installment note issued in the purchase of the Company's stock
was completed using internally generated funds. The prepayment in fiscal 1998 of
the principal on the outstanding debt saved $637,000 in interest expenses for
the Company.

THE EFFECTS OF INFLATION

Inflation affects the Company due to increases in the costs of materials and
services which may not be passed along to customers. Fiscal 1998 showed a slight
tightening of available press time in the short term, thus necessitating clearer
projections for initial printings or reprints. While fiscal 1999 is starting out
with less tightening press time, the lessons of previous years leads your
Company to continue careful planning with suppliers and manufacturers to assure
predictable delivery of products into inventory. Paper prices in fiscal 1998 and
the first six months of fiscal 1999 did not experience dramatic changes, thus
allowing moderate reaction in setting price adjustments for the Company's
products. Advance planning and shifting grades of paper for marketing reasons
may soften the effect of some of the paper price cost fluctuations. The ability
of the Company to reflect cost increases from suppliers and from internal
pressures in the selling price of Goodheart-Willcox products depends upon the
pricing of competing product lines and general market conditions which may
require the Company to absorb part of the cost increases, whether the result of
increases in paper, other materials, or services. The Company manages its cost
of conducting business in these fast-paced times by using various suppliers,
reviewing the variety of paper grades appropriate for various titles and
products, scheduling press runs in batches, using direct-to-plate technology,
balancing the quantities printed with consideration for the unit cost versus the
inventory turnover, nurturing close relationships with key suppliers, all the
while staying alert to outside opportunities available to meet key deadlines.

IMPACT OF YEAR 2000

The business, customer service, marketing, warehousing and distribution
operations acquired new vendor-supported software in fiscal 1998 and are now
Year 2000 compliant. The Company believes that with the conversion in fiscal
1998 and 1999 to new software and any future upgrading of the vendor-supported
software, the Year 2000 issue should not pose significant internal operational
problems. Future vendor-supported software upgrades will not be material to the
Company's results of operation or financial condition. In addition to addressing
internal considerations, the Company believes there can be no guarantee that the
systems of external suppliers, manufacturers, or customers will be converted in
a timely manner, thus potentially having an adverse effect.



                                       18



<PAGE>   19


                                   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.

                       THE GOODHEART-WILLCOX COMPANY, INC.
                       -----------------------------------
                                  (Registrant)

Date                                     
     -----------------------    ---------------------------------------------
                                              John F. Flanagan
                                                   President

Date                         
     -----------------------    ---------------------------------------------
                                             Donald A. Massucci
                                 Vice President, Administration and Treasurer


                                       19