<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 July 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                                      36-213599
------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

18604 West 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:
August 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 - July 31, 1998 and April 30, 1998 .....     3

         Consolidated Statements of Earnings - Three Months Ended
          July 31, 1998 and 1997 ............................................     5

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

         Consolidated Statements of Cash Flows - Three Months Ended
          July 31, 1998 and 1997 ............................................     7

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

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

SIGNATURES ..................................................................    18

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

Item 6.  Exhibit 27 - Financial Data Schedule ...............................    19
</TABLE>



                                      2
<PAGE>   3

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

<TABLE>
<CAPTION>
                                                                              July 31,      April 30,
                            ASSETS                                              1998           1998
                                                                            -----------    -----------
                                                                                              (Note)
<S>                                                                         <C>            <C>
Current assets
  Cash and cash equivalents .....................................           $ 1,456,000    $ 2,119,000
  Accounts receivable - net of allowance for doubtful receivables
    and sales returns of $284,000 and $206,000 ..................             3,717,000      1,661,000
  Inventories ...................................................             2,320,000      2,415,000
  Deferred income taxes .........................................               742,000        742,000
  Other .........................................................               137,000        106,000
                                                                            -----------    -----------

       Total current assets .....................................             8,372,000      7,043,000

Prepublication costs - net of accumulated amortization of
  $1,561,000 and $1,557,000 .....................................             1,218,000      1,149,000
Property and equipment - net ....................................             4,920,000      4,930,000
Cash surrender value of life insurance ..........................                58,000         55,000
                                                                            -----------    -----------
                                                                            $14,568,000    $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>

                                                                      July 31,    April 30,
   LIABILITIES AND STOCKHOLDERS' EQUITY                                1998         1998
                                                                   -----------  -----------
                                                                                   (Note)
<S>                                                                <C>          <C>        
Current liabilities
  Accounts payable ..............................................  $   640,000  $   805,000
  Accrued compensation ..........................................      549,000      399,000
  Accrued other .................................................      825,000      379,000
  Dividends payable .............................................            -      293,000
  Royalties payable .............................................      556,000      260,000
                                                                   -----------  -----------

      Total current liabilities .................................    2,570,000    2,136,000

Deferred income taxes ...........................................       86,000       86,000

Commitments and contingencies ...................................            -            -

Stockholders' equity
  Common stock ..................................................      762,000      762,000
  Retained earnings .............................................   16,859,000   15,902,000
                                                                   -----------  -----------

                                                                    17,621,000   16,664,000

  Less cost of 177,300 shares of common stock held in treasury ..   (5,709,000)  (5,709,000)
                                                                   -----------  -----------
                                                                    11,912,000   10,955,000
                                                                   -----------  -----------
                                                                   $14,568,000  $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
THREE MONTHS ENDED JULY 31,
(UNAUDITED)
==============================================================================

<TABLE>
<CAPTION>
                                                                    July 31          July 31
                                                                      1998             1997
                                                                ---------------  ---------------
<S>                                                             <C>              <C>
Sales ....................................................           $5,265,000       $5,925,000
                                                      
Cost of goods ............................................            1,554,000        1,733,000
                                                                ---------------  ---------------
                                                      
      Gross profit .......................................            3,711,000        4,192,000
                                                      
Operating expenses                                    
  Selling, general and administrative                                 1,665,000        1,627,000
  Royalties ..............................................              544,000          608,000
                                                                ---------------  ---------------
                                                      
                                                                      2,209,000        2,235,000
                                                                ---------------  ---------------
                                                      
      Operating profit ...................................            1,502,000        1,957,000
                                                      
Other income (expense)                                
  Interest income ........................................               15,000           22,000
  Interest expense .......................................                    -          (70,000)
  Other ..................................................                2,000            2,000
                                                                ---------------  ---------------
                                                      
                                                                         17,000          (46,000)
                                                                ---------------  ---------------
                                                      
      Earnings before income taxes .......................            1,519,000        1,911,000
                                                      
Income tax expense                                    
  Currently payable ......................................              562,000          708,000
                                                                ---------------  ---------------
                                                      
      NET EARNINGS .......................................           $  957,000       $1,203,000
                                                                ===============  ===============
                                                      
Earnings per share .......................................           $     1.64       $     2.06
                                                                ===============  ===============
</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 THREE MONTHS ENDED JULY 31, 1998 AND 1997
(UNAUDITED)
==============================================================================
<TABLE>
<CAPTION>
                                                               Net unrealized gain (loss)
                                                                     on investment
                                      Common      Retained            securities           Treasury                  
                                       stock      earnings        available-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 ..........           -       957,000                 -                    -        957,000 
                                     ---------  ------------     -------------------    -------------  -----------   
                                                                                                                   
Balance at July 31, 1998 .........    $762,000   $16,859,000      $          -          $(5,709,000)   $11,912,000 
                                     =========  ============     ===================   =============  ============ 
                                                                                                                   
Balance at April 30, 1997 ........    $762,000   $13,513,000      $      7,000          $(5,709,000)   $ 8,573,000 
                                                                                                                   
Net earnings for period ..........           -     1,203,000                 -                    -      1,203,000 
                                     ---------  ------------     -------------------    -------------  -----------  
                                                                                                                   
Balance at July 31, 1997 .........    $762,000   $14,716,000      $      7,000          $(5,709,000)   $ 9,776,000 
                                     =========  ============     ===================   =============  ============ 
</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
THREE MONTHS ENDED JULY 31,
(UNAUDITED)
==============================================================================

<TABLE>
<CAPTION>

                                                                     July 31      July 31
                                                                      1998         1997
                                                                   -----------  -----------
<S>                                                                <C>          <C>
Cash flows from operating activities:
  Net earnings ..................................................  $   957,000  $ 1,203,000
  Adjustments to reconcile net earnings to net cash provided by
    operating activities
      Depreciation expense ......................................       95,000       68,000
      Amortization of prepublication costs ......................      253,000      270,000
      Changes in assets and liabilities
         Accounts receivable ....................................   (2,056,000)  (3,026,000)
         Inventories ............................................       95,000      341,000
         Other assets ...........................................      (31,000)     (31,000)
         Accounts payable .......................................     (165,000)     (75,000)
         Royalties payable ......................................      296,000      399,000
         Accrued expenses .......................................      596,000      874,000
                                                                   -----------  -----------

            Net cash provided by operating activities ...........       40,000       23,000

Cash flows from investing activities:
  Purchases of property and equipment ...........................      (85,000)     (23,000)
  Purchases of prepublication costs .............................     (322,000)    (221,000)
  Increase in cash surrender value of officer's life insurance ..       (3,000)      (5,000)
                                                                   -----------  -----------

            Net cash used in investing activities ...............     (410,000)    (249,000)

Cash flows from financing activities:                                 
  Dividends paid ................................................     (293,000)    (293,000)
                                                                   -----------  -----------

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

            Decrease in cash and cash equivalents ...............     (663,000)    (519,000)

Cash and cash equivalents at beginning of period ................    2,119,000    2,613,000
                                                                   -----------  -----------

Cash and cash equivalents at end of period ......................  $ 1,456,000  $ 2,094,000
                                                                   ===========  ===========

Supplemental disclosure of cash flow information:
  Cash paid during the period for income taxes - net ............  $   108,000  $   157,000
                                                                   ===========  ===========
</TABLE>


The accompanying notes arean 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
JULY 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 months ended July 31, 1998 are not necessarily indicative of the
results that may be expected for the year ended 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 for estimated returns, consisting of sales
value less related inventory cost and royalty costs, is made at time of sale.

                                        
                                       8




<PAGE>   9

PART I - FINANCIAL STATEMENTS
FORM 10-Q
THE GOODHEART-WILLCOX COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
JULY 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>
                                              July 31,   April 30,
                                               1998        1998
                                            ----------  ----------
<S>                                         <C>         <C>
Last-in, first out method................   $2,247,000  $2,330,000
First-in, first out method...............       73,000      85,000
                                            ----------  ----------

                                            $2,320,000  $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
JULY 31, 1998
(UNAUDITED)
==============================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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 July 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 July 31, 1998 and April 30, 1998 the Company has 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
JULY 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.

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
JULY 31, 1998
(UNAUDITED)
==============================================================================

NOTE B - INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                         July 31,   April 30,
                                           1998       1998
                                       ----------  ----------
<S>                                    <C>         <C>
Raw materials.......................   $   46,000  $   87,000
Work-in-process.....................       73,000      85,000
Finished goods......................    2,201,000   2,243,000
                                       ----------  ----------

                                       $2,320,000  $2,415,000
                                       ==========  ==========
</TABLE>

Inventories would have been $2,718,000 and $2,640,000 higher at July 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>
                                                        July 31,   April 30,
                                                          1998       1998
                                                      ----------  ----------
<S>                                                   <C>         <C>
Land ...........................................      $  814,000  $  814,000
Buildings and improvements .....................       4,056,000   4,056,000
Equipment ......................................       1,942,000   1,857,000
                                                      ----------  ----------
                                                       6,812,000   6,727,000
Less accumulated depreciation ..................       1,892,000   1,797,000
                                                      ----------  ----------
                                                      $4,920,000  $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
JULY 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.

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.

The Company has recorded contributions amounting to $89,000 and $93,000 for the
quarters ended July 31, 1998 and 1997, respectively.

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

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
July 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
                      CONDITION AND RESULTS OF OPERATIONS


First Quarter Fiscal 1999 Compared With First Quarter Fiscal 1998

OPERATING RESULTS

The Company's net sales for the first quarter of fiscal 1999 decreased
$660,000, or approximately 11% from the same quarter in the previous fiscal
year due primarily to the absence of state adoptions in the curriculum areas
served by the Company's product lines, while sales from open territories
remained solid.  In the first quarter of fiscal 1998, net sales increased
$1,420,000, or approximately 31% from the same quarter in the previous fiscal
year due primarily to increased sales of recently revised products in open
territories along with state adoption sales in North Carolina and Kentucky,
coupled 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 first quarter of fiscal
1999 was 29% compared to 29% in the first quarter of fiscal 1998 and 32% in the
first quarter of fiscal 1997.  Maintaining the cost of goods sold as a
percentage of sales ratio for the first quarter of fiscal 1999 was the result
of careful decisions regarding the quantities of products manufactured for
initial press runs for new titles as well as the quantities selected for
reprint of backlist titles, coupled with careful decisions matching product
characteristics with the available manufacturing technology provided by
suppliers.  The improvement in the ratio of cost of goods sold as a percentage
of sales for the first quarter of fiscal 1998 was primarily attributed to more
favorable paper prices coupled with the significant increase in sales.  As
stated in prior annual reports "It is possible that the Company will not be
able to pass through all the paper price increases to our customers."  Factors
affecting the ratio of the cost of goods sold as a percentage of sales are the
results of decisions regarding selective 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 the Company to better control the unit cost of 

                                        
                                       14
                                        

<PAGE>   15

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 consisting of royalties, selling, general, and administrative
expenses decreased $26,000, or approximately 1% under the first quarter in
fiscal 1998, compared to an increase of $318,000, or approximately 17% over the
first quarter in fiscal 1997.  Royalties paid to authors decreased $64,000 as
the net sales decreased due to the absence of state adoptions.  As a percentage
of sales, the selling, general, and administrative cost for the first quarter of
fiscal 1999 was 32% compared to 27% in the first quarter of fiscal 1998 and 32%
for the first quarter of fiscal 1997.  The ratio of selling, general, and
administrative expenses compared to sales benefited in fiscal 1998 due to the
significant sales increase.  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 publishing industry.  In the first quarter of fiscal 1999
sampling expenses decreased to $87,000 from $115,000 in the first quarter of
fiscal 1998.  The sampling decrease of $28,000 or approximately 24% can be
attributed to the absence of state adoption calls in the curriculum areas served
by the Company's products compared to previous years.

In the first quarter of fiscal 1999, the 11% decrease in net sales and the 1%
decrease in operating expenses along with no change in the cost of goods sold
as a percentage of sales decreased the Company's income from operations by
$455,000 or approximately 23%, to $1,502,000.  For the first quarter of fiscal
1998, the 31% increase in net sales and the 17% increase in operating expenses
along with a 3% decrease in the cost of goods sold as a percentage of sales
increased the Company's income from operations by $798,000 or approximately
69%, to $1,957,000.  Other income or expense for the first quarter of fiscal
1999 was income of $17,000 compared to an expense of $46,000 primarily
attributed to interest paid in the first quarter of fiscal 1998.  The Company's
fiscal year ending April 30 divides the purchasing patterns of its educational
customers such that the major marketing and inventory buildup efforts 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 $1,456,000 at July 31, 1998, a decrease of
$663,000 from the year ended April 30, 1998.  Accounts receivable, net of
allowances for doubtful receivables and sales returns, totaled $3,717,000 at
July 31, 1998; an increase of $2,056,000 from the year ended April 30, 1998.
For the quarter ending July 31, 1998, the Company had no current debt and no
long-term debt compared to the quarter ending July 31, 1997 when the Company
had a current portion of a note payable of $651,000 and long-term debt of
$2,605,000, both resulting from the repurchase of the Company's stock.  As
shown in the statements of cash flows, the net cash provided by operating
activities for the first quarter of fiscal 1999 amounted to $40,000 as compared
to $23,000 provided in the first quarter of fiscal 1998, a change which is
attributable to the decrease in net earnings after adjustments to accounts
covering depreciation expenses, accounts receivable, inventories, accounts
payable, royalties payable, and accrued expenses.  The net cash provided by the
operating activities of the Company for the first quarter of fiscal 1998
amounted to $23,000 as compared to $34,000 provided in the first quarter of
fiscal 1997, a change which is attributable to the increase in net earnings
after adjustments to accounts covering depreciation expenses, amortization of
prepublication expenses, accounts receivable, accounts 

                                       
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<PAGE>   16

payable, royalties payable, and accrued expenses.  The significant changes
in assets and liabilities for the first quarter of fiscal 1999 compared to the
first quarter of fiscal 1998 include a decrease in cash and cash equivalents, a
decrease in accounts receivable, an increase in deferred income taxes, an
elimination of both the current portion and the long-term portion of the note
payable for the repurchase of the Company's stock, a decrease in accounts
payable, and a decrease in royalties payable.  The significant changes in assets
and liabilities for the first quarter of fiscal 1998 compared to the first
quarter of fiscal 1997 include decreases in cash and cash equivalents; increases
in accounts receivable, inventories, deferred taxes, property and equipment,
accounts payable, accrued compensation, and royalties payable; and the inclusion
of both a current portion and a long-term portion of a note payable for the
repurchase of the Company's stock.  There have been no changes in business
practices including credit terms or collection efforts from previous years.

Investment in new and revised products in the first quarter of the current
fiscal 1999 was $322,000,or an increase of $101,000 compared to the first
quarter of fiscal 1998 when $221,000 was used to purchase prepublication
materials and services.  The rate of investment in new and revised products as
a percentage of sales for the first quarter of fiscal 1999 was approximately 6%
compared to the previous year's first quarter 4% investment due in part to the
substantial revision of some products coupled with the decrease in sales. 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 advances in
technology, the magnitude of revision effort required to keep the industrial
and technical products up-to-date has typically increased investment
allocations over patterns earlier in the decade.  In the first quarter of
fiscal 1999, $85,000 was invested in property and equipment compared to $23,000
invested in the first quarter of fiscal 1998, an increase of $62,000 which was
primarily directed into computer hardware and software to strengthen the
business and marketing functions of the Company.

The primary financing use of cash in the first quarter of the current fiscal
1999 was the payment of dividends at the rate of $.50 per share, the same rate
as paid in the first quarter of fiscal 1998.

The first quarter historically has displayed increased shipments and increased
growth in the accounts receivable compared to the end of the previous fiscal
year.  In looking ahead into the second and third quarters, there is
anticipated growth in inventories as new and revised products are published for
the next marketing cycle.  Also, in the second and third quarters, the accounts
receivable will decline as cash and cash equivalents increase.  The seasonal
nature of selling products such as textbooks and supplements into the school
market with two separate semesters 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 the 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 fiscal 1998, the Company
acquired new software and hardware for the business, marketing, and
distribution operations to improve customer service, inventory and warehouse

                                        
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<PAGE>   17

management, and information technology.  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.  In fiscal 1999,
the projected investment in prepublication products and services is expected to
follow the pattern established in previous years with plans to revise popular
backlist titles and add new products to the Company's line.  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.

INFLATION

Inflation affects the Company due to increases in the costs of materials and
services.  Fiscal 1998 showed a slight tightening of available press time in
the short term, thus necessitating clearer projections for initial printings or
reprints.  Paper prices in fiscal 1998 and the first quarter 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 may soften the effect of some of the paper cost fluctuations.
In fiscal 1997, paper prices appeared more stable than in the prior period,
thus allowing better control over the cost of goods sold going into the
inventory which was sold in fiscal 1998.  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 doing business in
these fast-paced times by using various suppliers, reviewing the variety of
paper grades appropriate for various titles, scheduling press runs in batches,
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 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 and customers will be converted in a timely
manner, thus potentially having an adverse effect.


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<PAGE>   18

                                   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



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