FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------

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

                 For the quarterly period ended January 2, 1999

                                       OR

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

                 For the transition period from _____ to  _____

                           Commission File No. 0-8544

                            SPEIZMAN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                  56-0901212
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                   Identification No.)

         508 West Fifth St.                              28202
     Charlotte, North Carolina                         (Zip Code)
(Address of principal executive offices)

                                  (704) 372-3751
               (Registrant's telephone number, including area code)

                                 Not Applicable
             (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, and (2) has been subject to such filing requirements
for the past 90 days.

                             YES  [X]      NO  [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                                               Outstanding at
            Class of Common Stock             February 8, 1999

           Par value $.10 per share               3,271,206

<PAGE>

                    SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
                                      INDEX

                                                                        Page No.
PART I.  FINANCIAL INFORMATION:

         Item 1.  Financial Statements:

           Consolidated Condensed Balance Sheets..................         3 - 4

           Consolidated Condensed Statements of Operations........             5

           Consolidated Condensed Statements of Cash Flows........             6

           Notes to Consolidated Condensed Financial Statements...             7

         Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations...........        8 - 12


PART II. OTHER INFORMATION:

         Item 6.  Exhibits and reports on Form 8-K................            13

                                                                          Page 2

<PAGE>

                    SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                   January 2         June 27,
                                                     1999              1998
                                                     ----              ----
                                                  (Unaudited)      (Unaudited)
                     ASSETS
CURRENT:
  Cash and cash equivalents                          $ 364,550      $ 2,193,329
  Accounts receivable, less allowances of
       $559,862 and $655,656                        23,796,802       19,817,834
  Inventories                                       17,377,555       15,934,745
  Prepaid expenses and other current assets          3,987,743        3,372,266
                                                    ----------       ----------
     TOTAL CURRENT ASSETS                           45,526,650       41,318,174
                                                    ----------       ----------



PROPERTY AND EQUIPMENT:
  Leasehold improvements                               585,458          552,655
  Machinery and equipment                            1,986,174        1,825,959
  Furniture, fixtures and transportation
  equipment                                          1,275,867        1,341,728
                                                    ----------       ----------
    Total                                            3,847,499        3,720,342
  Less accumulated depreciation and amortization   (1,962,651)       (1,632,367)
                                                   -----------       ----------
     NET PROPERTY AND EQUIPMENT                      1,884,848        2,087,975
                                                    ----------       ----------

OTHER LONG-TERM ASSETS                               1,148,117          517,352

INTANGIBLES, NET OF ACCUMULATED AMORTIZATION         5,890,410        6,110,410
                                                    ----------       ----------
                                                  $ 54,450,025     $ 50,033,911
                                                   ===========      ===========

      See accompanying notes to consolidated condensed financial statements.

                                                                          Page 3
<PAGE>

                    SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                  January 2,       June 27,
                                                     1999            1998
                                                     ----            ----
                                                 (Unaudited)      (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable - bank line of credit             $ 5,350,000      $ 4,000,000
  Accounts payable                                15,297,877       10,809,976
  Customers' deposits                              3,911,190        2,158,512
  Accrued expenses                                 1,211,044        2,188,557
  Current maturities of long-term debt             1,520,000        1,945,000
                                                 -----------      -----------

     TOTAL CURRENT LIABILITIES                    27,290,111       21,102,045

LONG-TERM DEBT                                     4,560,000        5,725,000
                                                 -----------      -----------
     TOTAL LIABILITIES                            31,850,111       26,827,045
                                                 -----------      -----------
STOCKHOLDERS' EQUITY:
  Common stock - par value $.10; authorized
  20,000,000 shares, issued 3,357,406, outstanding
  3,273,606; and issued 3,357,406, outstanding
  3,319,806, respectively.                           335,741          335,741
  Additional paid-in capital                      12,889,546       12,889,546
  Retained earnings                                9,724,864       10,143,226
                                                 -----------      -----------
    Total                                         22,950,151       23,368,513
  Treasury stock, at cost, 83,800 and 37,600
       common shares                                (350,237)        (161,647)
                                                 -----------      -----------
     TOTAL STOCKHOLDERS' EQUITY                   22,599,914       23,206,866
                                                 -----------      -----------
                                                 $54,450,025      $50,033,911
                                                 ===========      ===========

      See accompanying notes to consolidated condensed financial statements.

                                                                          Page 4

<PAGE>


                    SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                      (Unaudited)                  (Unaudited)
                               For the Three Months Ended    For the Six Months Ended
                               --------------------------    ------------------------
                                 01-02-99      12-27-97      01-02-99       12-27-97
                                (13 Weeks)    (13 Weeks)    (27 Weeks)     (26 Weeks)
                              -------------  ------------- ------------- -------------
<S>                           <C>            <C>           <C>           <C>
REVENUES                      $  28,211,079  $  24,331,395 $  48,676,720 $  45,801,025
                              -------------  ------------- ------------- -------------
COSTS AND EXPENSES:
   Cost of sales                24,449,934     19,561,270    41,438,836    37,462,825
   Selling expenses              1,849,365      1,785,633     3,656,720     3,442,256
   General and administrative
    expenses                     2,039,395      1,599,540     3,769,780     2,689,995
                              -------------  ------------- ------------- -------------
   Total costs and expenses     28,338,694     22,946,443    48,865,336    43,595,076
                              -------------  ------------- ------------- -------------
                                  (127,615)     1,384,952      (188,616)    2,205,949
NET INTEREST EXPENSE                266,901       170,816       497,746        331,734
                              -------------  ------------- ------------- -------------
INCOME (LOSS) BEFORE
   TAXES ON INCOME                (394,516)     1,214,136      (686,362)    1,874,215


TAXES (BENEFIT) ON INCOME         (158,000)       476,000      (268,000)      727,000
                              -------------  ------------  ------------- -------------
NET INCOME (LOSS)             $   (236,516)  $    738,136  $   (418,362) $  1,147,215
                              =============  ============  ============= ============
Basic earnings (loss) per
share                            $  ( 0.07)        $ 0.23     $  ( 0.12)       $ 0.35
Diluted earnings (loss) per
share                               ( 0.07)          0.21        ( 0.12)         0.34

Weighted average shares
   Outstanding:
   Basic                         3,274,381      3,275,875     3,293,369     3,255,900
   Diluted                       3,274,381      3,450,912     3,293,369     3,423,820
</TABLE>


      See accompanying notes to consolidated condensed financial statements.

                                                                          Page 5
<PAGE>


                    SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                       ------------------------
                                                       For the Six Months Ended
                                                       ------------------------
                                                        01-02-99       12-27-97
                                                       (27 Weeks)     (26 Weeks)
                                                       ----------     ----------
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                  $  (418,362)   $  1,147,215
Adjustments to reconcile net income (loss) to cash
used  by operating activities:
    Depreciation and amortization                         623,960         533,646
    Provision for inventory obsolescence                  150,000         125,000
    Gain on disposal of assets                              ( 321)         (1,390)
    Foreign currency translation adjustment                     -          11,000
    (Increase) decrease in:

      Accounts receivable                              (3,978,968)      2,145,022
      Inventories                                      (1,592,810)        325,583
      Prepaid expenses and other current assets          (615,477)        (50,878)
      Other assets                                       (630,765)        703,161
    Increase (decrease) in:
      Accounts payable                                  4,487,901      (4,342,982)
      Customers' deposits                               1,752,678        (177,819)
      Accrued expenses                                   (977,513)       (663,474)
                                                      -----------    ------------
    Net cash used in operating activities              (1,199,677)       (245,916)
                                                      -----------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of Wink Davis Equipment Company                  -      (9,500,000)
   Capital expenditures                                  (211,012)       (177,682)
   Proceeds on sale of assets                              10,500           3,500
                                                      -----------    ------------
    Net cash used in investing activities                (200,512)     (9,674,182)
                                                      -----------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings on line of credit agreement           1,350,000         850,000
   Payment on line of credit agreement of Wink
Davis Equipment
    Company                                                     -        (201,977)
   Proceeds from issuance of term note due to bank              -       7,000,000
   Principal payments on long-term debt                (1,590,000)        (12,707)
   Issuance of common stock for stock options                   -         110,875
   Purchase of treasury stock                            (188,590)              -
                                                      -----------    ------------
   Net cash provided by (used in) financing activities   (428,590)      7,746,191
                                                      -----------    ------------
NET DECREASE IN CASH                                   (1,828,779)     (2,173,907)
CASH AND CASH EQUIVALENTS at beginning of period        2,193,329       3,832,534
                                                      -----------    ------------
CASH AND CASH EQUIVALENTS at end of period            $   364,550    $  1,658,627
                                                      ===========    ============
Supplemental Disclosures:
   Cash paid during period for:
    Interest                                         $    548,902    $    179,796
    Income taxes                                          313,850         791,149
</TABLE>


      See accompanying notes to consolidated condensed financial statements.

                                                                          Page 6
<PAGE>

                    SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   Management Statement re Adjustments

        In the opinion of management, the accompanying unaudited consolidated
        financial statements contain all adjustments necessary to present the
        Registrant's financial position, the results of operations and changes
        in cash flow for the periods indicated.

        The accounting policies followed by the Registrant are set forth on page
        F-6 of the Registrant's Form 10-K for the fiscal year ended June 27,
        1998, which is incorporated by reference.

Note 2.   Inventories

        Inventories consisted of the following:

                                           January 2          June 27,
                                             1999               1998
                                             ----               ----
                                          (Unaudited)        (Unaudited)
        Machines                         $ 11,711,651        $ 9,466,125
        Parts and supplies                  5,665,904          6,468,620
                                         ------------        -----------
             Total                       $ 17,377,555        $15,934,745
                                         ============        ===========

Note 3.   Taxes on Income

        Taxes on income are allocated to interim periods on the basis of an
        estimated annual effective tax rate.

Note 4.   Net Income (Loss) Per Share

        Basic net income per share includes no dilution and is calculated by
        dividing net income by the weighted average number of common shares
        outstanding for the period. Diluted net income per share reflects the
        potential dilution of securities that could share in the net income of
        the Company which consists of stock options (using the treasury stock
        method). In a period with a net loss, the weighted average shares
        outstanding will be the same.

Note 5.   Intangibles

        Goodwill is calculated as the excess cost of purchased businesses over
        the value of their underlying net assets and is being amortized on a
        straight-line basis over fifteen years.

                                                                          Page 7
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Speizman Industries, Inc. and subsidiaries (collectively the "Company") is a
major distributor operating through four companies: Speizman Industries, Inc.
("Speizman" or "Speizman Industries"), Wink Davis Equipment Co., Inc. ("Wink
Davis"), Todd Motion Controls, Inc. ("TMC"), and Speizman Yarn Equipment, Inc.
("Speizman Yarn"). Speizman distributes sock knitting machines, other knitting
equipment and related parts. Wink Davis sells commercial and industrial laundry
equipment, including the distribution of machines and parts as well as
installation and after sales service. TMC manufactures automated boarding,
finishing and packaging equipment used in the sock knitting industry. TMC's
products are sold through Speizman's distribution network. Speizman Yarn
distributes equipment used in the yarn processing industry.

NOTE: Wink Davis was acquired on August 1, 1997; TMC was acquired on February 6,
1998; Speizman Yarn began operations on August 1, 1998. Accordingly, these
subsidiaries may contain different lengths of operations between periods of
fiscal 1998 compared to the same periods of fiscal 1999.

RESULTS OF OPERATIONS

Revenues increased by about $3.9 million in the Company's second fiscal quarter
to $28.2 million. The increase is primarily due to the revenues of yarn
processing equipment (which began operations in the current fiscal year) of $5.0
million and increased revenues of knitted fabric equipment of $4.3 million
offset by decreased hosiery revenues of $6.9 million.

Year-to-date revenues were approximately $48.7, an increase of $2.9 million over
the previous fiscal year. The increase is attributable to knitted fabric
(increased revenues of $5.3 million) and the recently acquired subsidiaries,
Speizman Yarn, Wink Davis and TMC, with increased revenues of approximately $5.1
million, $1.8 million and $1.7 million, respectively. The gains are offset by
decreased hosiery revenues of $10.6 million in the current fiscal year as
compared to the same period last year.

Cost of sales in the current second quarter were 86.7% of revenues as compared
to 80.4% in the same period of last year. Similarly, cost of sales for the
current six-month period were 85.1% of revenues as compared to 81.9% in the same
period of last year. These unfavorable shifts in both periods result from
decreased volume in hosiery manufacturing equipment, increased production costs
of boarding and finishing equipment, and lower margins on yarn processing
equipment. Orders for this yarn processing equipment were on back order at the
time Speizman assumed operations. These decreases were offset by higher margins
on knitted fabric equipment.

                                                                          Page 8

<PAGE>

Selling expenses in the second quarter of fiscal 1999 were approximately
$1,849,000, an increase of approximately $63,000 over the same quarter of last
year. Approximately $252,000 of additional selling expenses was incurred by TMC
and Speizman Yarn.

Selling expenses in the six-month period ending January 2, 1999 increased by
about $215,000 to $3,657,000. Approximately $266,000 of additional expenses is
attributable to the new operations of Speizman Yarn.

In the quarter ended January 2, 1999, general and administrative expenses
increased by approximately $439,000. $271,000 of those additional expenses are
attributable to TMC and Speizman Yarn, neither of which had operations in the
second quarter of the prior fiscal year.

In the current fiscal year, general and administrative costs increased by about
$1,090,000. General and administrative expenses related to Speizman Yarn and
TMC, neither of which was included in the same quarter of the prior fiscal year,
were approximately $539,000. Other increases resulted primarily from increased
rental expenses offset partially by decreases in bonuses.

Interest expense is shown net of interest income. Net interest expense increased
to approximately $267,000 and $498,000 in the current quarter and current fiscal
year, respectively. The increase is due primarily to increased use of bank line
of credit.

Net loss for the second quarter was $237,000 or $0.07 per share, as compared to
net income in the same quarter last year of $738,000 or $.23 per share basic and
$0.21 per share diluted. Net loss in the six months year-to-date was $418,000 or
$0.12 per share. Net income for the same period of the prior fiscal year was
$1,147,000 or $0.35 per share basic and $0.34 per share diluted.

OUTLOOK

The outlook for sock machinery is substantially unchanged from the prior
quarter. Many athletic sock producers are still assessing if new technology for
closing the toe of the sock on the knitting machine will meet their customers'
needs. Accordingly, the Company's customers are delaying many capital
expenditures on new sock knitting equipment. Demand remains strong for large
diameter circular knitting machinery utilizing new technology used in the
production of seamless undergarments, actionwear and swimsuits. The yarn
processing industry is also in a state of transition. One of the industries
major trade shows will be in June 1999, at which time customers will evaluate
new technologies offered by both the Company's suppliers and its competitors.
Wink Davis' backlog is moderately higher than previous quarters.

                                                                          Page 9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of January 2, 1999, the Company's working capital was approximately $18.2
million, a decrease of $1,980,000 from the Company's working capital at the end
of fiscal 1998. The Company's current ratio at January 2, 1999 was 1.67 to 1.00.
This ratio was 1.96 to 1.00 at June 27, 1998.

Operating activities used $1,200,000 in the six-month period ended January 2,
1999, as compared to usage of $246,000 in the same period of the prior fiscal
year. In the current fiscal year this usage resulted primarily from increases in
accounts receivable and inventories, offset partially by increases in accounts
payable and customers' deposits. This usage of cash in the prior fiscal period
is generated by decreases in accounts payable, offset by decreases in accounts
receivable, net of receivable purchased with the Wink Davis acquisition.

In the current six-month period, investing activities used approximately
$201,000. In the prior six-month period, investing activities used $9.7 million
in cash, substantially all related to the acquisition of Wink Davis.

For the current six-month fiscal period, financing activities used $429,000. In
the prior six-month period, financing activities provided $7.7 million in cash,
primarily related to borrowing from a term loan and advances on the line of
credit to fund the acquisition of Wink Davis.

Overall, net cash decreased by $1,829,000 in the current year as compared to a
decrease of $2,174,000 for the same period of the prior fiscal year.

The Company is currently consolidating several machinery warehouses and the
administrative offices of Speizman Industries into a new location in the spring
of 1999. The Company expects to incur approximately $1.2 million to $1.4 million
in leasehold upfitting costs through the remainder of fiscal 1999.

SEASONALITY AND OTHER FACTORS

There are certain seasonal factors that may affect the Company's business.
Traditionally, manufacturing businesses in Italy close for the month of August,
and the Company's hosiery customers close for one week in July. Consequently, no
shipments or deliveries, as the case may be, of machines distributed by the
Company that are manufactured in Italy are made during these periods which fall
in the Company's first quarter. In addition, manufacturing businesses in Italy
generally close for two weeks in December, during the Company's second quarter.
Fluctuations of customer orders or other factors may result in quarterly
variations in net revenues from year to year.

EFFECTS OF INFLATION AND CHANGING PRICES

Management believes that inflation has not had a material effect on the
Company's operations.

                                                                         Page 10

<PAGE>

DISCLOSURE ABOUT FOREIGN CURRENCY RISK

Generally, the Company's purchases of foreign manufactured machinery for resale
are denominated in Italian lira. In the ordinary course of business, the Company
enters into foreign exchange forward contracts to mitigate the effect of foreign
currency movements between the Italian lira and the U.S. dollar from the time of
placing the Company's purchase order until final payment for the purchase is
made. The contracts have maturity dates that do not generally exceed 12 months.
Substantially all of the increase or decrease of the lira denominated purchase
price is offset by the gains and losses of the foreign exchange contract. The
unrealized gains and losses on these contracts are deferred and recognized in
the results of operations in the period in which the hedged transaction is
consummated.

A substantial portion of the Company's textile machine and spare part purchases
are denominated and payable in Italian lira. Currency fluctuations of the lira
could result in substantial price level changes and therefore impede or promote
import/export sales and substantially impact profits. However, to reduce
exposure to adverse foreign currency fluctuations during the period from
customer orders to payment for goods sold, the Company enters into forward
exchange contracts. The Company is not able to assess the quantitative effect
that such currency fluctuations could have upon the Company's operations. There
can be no assurance that fluctuations in foreign currency exchange rates will
not have a significant adverse effect on future operations.

NOTE REGARDING PRIVATE SECURITIES LITIGATION REFORM ACT

Statements made by the Company which are not historical facts are forward
looking statements that involve risks and uncertainties. Actual results could
differ materially from those expressed or implied in forward-looking statements.
All such forward-looking statements are subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995. Important factors that
could cause financial performance to differ materially from past results and
from those expressed and implied in this document include, without limitation,
the risks of acquisition of businesses (including limited knowledge of the
businesses acquired and misrepresentations by sellers) availability of
financing, competition, management's ability to manage growth, loss of
customers, and a variety of other factors.

YEAR 2000 COMPLIANCE

The Company has reviewed its computer and business systems to identify those
areas that could be adversely affected by Year 2000 software failures. The
primary information system used by Speizman Industries, TMC, and Speizman Yarn
has been reviewed and all known issues related to the Year 2000 issues have been
resolved. Costs incurred were not significant. The primary information system
used by Wink Davis is not Year 2000 compliant. In conjunction with the purchase
of Wink Davis on August 1, 1997, management planned to integrate Wink Davis'
information into the existing system used by Speizman Industries. The
integration project, which was not accelerated due to the Year 2000 issue, is
scheduled to be completed in April 1999. The estimated project cost of
integrating Wink Davis' information system is approximately $100,000.

                                                                         Page 11

<PAGE>

A substantial portion of the equipment distributed by the Company has
computerized controls and features. However, to the Company's knowledge, no
operating features of the equipment are dependent on any time or date
information, such as the Year 2000 issue.

The Company is aware of one subsidiary's voice mail system and there may be
other computer-based systems which may require upgrading to ensure operational
continuity beyond December 31, 1999. The Company has substantially completed
identification of all such systems and believes that all significant systems
will be compliant in time to ensure no disruption to the Company's operations.
The cost of bringing these minor systems into compliance is not anticipated to
be material.

Currently, the Company cannot predict the effect of the Year 2000 problem on
entities with which it transacts business and there can be no assurance it will
not have a material adverse effect on the Company's business, financial
condition, results of operations or cash flows. The Company will be formulating
a contingency plan to address the possible effects of any of its customers
experiencing Year 2000 problems.

                                                                         Page 12
<PAGE>
                           PART II. OTHER INFORMATION

Item 6.   Exhibits and reports on Form 8-K

          (a) Exhibits:

              10(a). 1998 First Amendment Agreement to $37,000,000 Amended and
                     Restated Loan Agreement and Term Note dated as of
                     February 6, 1998

              10(b). 1998 Second Amendment Agreement to $37,000,000 Amended and
                     Restated Loan Agreement and Term Note dated as of 
                     December 30, 1998

              10(c). New York Lease between The Hemmerdinger Corporation and
                     Speizman Industries, Inc. dated July 17, 1998

              10(d). Lease Renewal Agreement between Metro II & III, dated
                     January 11, 1999

              27     Financial Data Schedule

          (b) Reports on Form 8-K:

              None.

                                                                         Page 13
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                  SPEIZMAN INDUSTRIES, INC.
                                                        (Registrant)


Date:   February 16, 1999                     /s/  Robert S. Speizman
       ---------------------                     ---------------------------
                                                   Robert S. Speizman
                                                   President


Date:   February 16, 1999                     /s/  James H. McCorkle, III
       ---------------------                     ---------------------------
                                                   James H. McCorkle, III
                                                   Secretary-Treasurer
                                                   (Chief Financial Officer)


                                                                         Page 14