<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.   20549

                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the Period Ended August 31, 1999        Commission File Number 0-8796


                                Spectrum Control, Inc.
                Exact name of registrant as specified in its charter

Pennsylvania                                                   25-1196447
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                          Identification Number)

8031 Avonia Road;  Fairview, Pennsylvania                                16415
(Address)                                                           (Zip Code)

Registrant's telephone number, including area code:             (814) 835-1650


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 the
filing requirements for at least 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 practical date.

                                     Number of Shares Outstanding
              Class                    as of September 15, 1999
      Common, no par value                     10,916,842



<PAGE>

                      SPECTRUM CONTROL, INC. AND SUBSIDIARIES

                                INDEX


                                                           PAGE NO.
PART I  FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets --
        August 31, 1999 and November 30, 1998                3-4

        Condensed Consolidated Statements of Income --
        Three Months Ended and Nine Months Ended               5
        August 31, 1999 and 1998

        Condensed Consolidated Statements of Cash Flows --
        Three Months Ended and Nine Months Ended               6
	August 31, 1999 and 1998

        Notes to Condensed Consolidated Financial
        Statements                                          7-11


Item 2.	Management's Discussion and Analysis of
        Financial Condition and Results of Operations      12-20



PART II	OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                      21



Signature                                                     22



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DOLLAR AMOUNTS IN THOUSANDS
(UNAUDITED)
<CAPTION>
                                          August 31      November 30
                                             1999           1998
<S>                                       <C>            <C>
ASSETS

CURRENT ASSETS

  Cash and cash equivalents                 $    82        $   739

  Accounts receivable, net of
  allowances                                 18,375         10,162

  Inventories
     Finished goods                           4,356          2,581
     Work-in-process                          7,443          5,070
     Raw materials                           11,496          5,234
       Total inventories                     23,295         12,885



  Prepaid expenses and other
  current assets                                831            593

       Total current assets                  42,583         24,379

PROPERTY, PLANT AND EQUIPMENT,
  at cost less accumulated
  depreciation of $19,488
  in 1999 and $16,631 in 1998                20,994         16,289

OTHER ASSETS

 Goodwill                                    13,498          2,547
 Patents and patent rights                      327            255
 Debt issuance costs                            415            139
 Defered income taxes                           383            383
 Deferred charges                               298            147

        Total other assets                   14,921          3,471

TOTAL ASSETS                                $78,498        $44,139


<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DOLLAR AMOUNTS IN THOUSANDS
(UNAUDITED)
<CAPTION>
                                      August 31      November 30
                                         1999           1998
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                       <C>            <C>
CURRENT LIABILITIES

  Short-term debt                       $ 2,260        $   336
  Accounts payable                        9,559          2,719
  Accrued salaries and wages              2,115          1,438
  Accrued interest                           96             63
  Accrued federal and state
   income taxes                             107             93
  Accrued other expenses                    383            281
  Current portion of long-term debt       3,430            830

          Total current liabilities      17,950          5,760

LONG-TERM DEBT                           20,270          2,500

DEFERRED INCOME TAXES                     2,486          2,105

STOCKHOLDERS' EQUITY

  Common stock, no par value,
   authorized 25,000,000 shares,
   issued 10,986,842 shares in 1999
   and 10,957,008 in 1998                14,548        14,470
  Retained earnings                      23,768        19,798
  Treasury stock, 70,000 shares in
   1999 and 1998, at cost                 (294)         (294)
                                         38,022        33,974
  Accumulated other comprehensive
   income
     Foreign currency translation
      adjustment                          (230)          (200)

          Total stockholders' equity     37,792         33,774

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                    $78,498        $44,139



<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
                           (Dollars in Thousands Except Per Share Data)

                          Three Months Ended             Nine Months Ended
                              August 31                      August 31
                           1999         1998            1999           1998
<S>                      <C>          <C>             <C>            <C>
Net sales                $28,891      $14,023         $68,758        $43,854

Cost of products sold     20,817        9,791          49,261         30,462

Gross margin               8,074        4,232          19,497         13,392

Selling, general and
 administrative expense    5,005        2,731          12,251          8,615

Income from operations     3,069        1,501           7,246          4,777

Other income (expense)
 Interest expense          (512)         (54)           (900)          (165)
 Other income and expense,
  net                         23           48              58             82
                           (489)          (6)           (842)           (83)

Income before provision
 for income taxes          2,580        1,495           6,404          4,694

Provision for
 income taxes                983          580           2,434          1,764

Net income               $ 1,597     $    915         $ 3,970         $2,930


Earnings per common share:
 Basic                   $  0.15     $   0.08         $  0.36         $ 0.27
 Diluted                 $  0.14     $   0.08         $  0.36         $ 0.27

Dividends declared per
 common share            $     -     $      -         $     -         $    -


<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
DOLLAR AMOUNTS IN THOUSANDS
(UNAUDITED)
<CAPTION>
                                        Three Months Ended
                                             August 31
                                      1999                1998
<S>                                  <C>                 <C>
NET CASH PROVIDED BY
 OPERATING ACTIVITIES               $ 1,827              $ 6,721

CASH FLOWS FROM INVESTING
 ACTIVITIES

      Purchase of property, plant
       and equipment                 (3,575)             (2,419)

      Payment for acquired
       businesses                   (20,958)             (1,159)

        Net cash used in investing
         activities                 (24,533)             (3,578)

CASH FLOWS FROM FINANCING
  ACTIVITIES

   Net borrowings (repayment)of
    short-term debt                    1,613                (40)
   Borrowings of long-term debt       20,800                   -
   Repayment of long-term debt         (430)               (306)
   Net proceeds from issuance
    of common stock                       78                 411

      Net cash provided by
       financing activities           22,061                  65

Effect of Exchange Rate
   Changes on Cash                      (12)                  14

Net Increase (Decrease)
  in Cash and Cash Equivalents         (657)               3,222

Cash and Cash Equivalents,
  Beginning of Period                    739                 196

Cash and Cash Equivalents,
  End of Period                      $    82             $ 3,418

Cash Paid During the Period For:

      Interest                       $   867             $   161
      Income taxes                     2,168               1,101
<FN>
 The accompanying notes are an integral part of the financial
 statements.
</TABLE>



<PAGE>

SPECTRUM CONTROL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1999



Note 1 - Basis of Presentation

The accompanying unaudited condensed 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.  Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements.  In the opinion of management, the accompanying
financial statements include all adjustments which are normal, recurring and
necessary to present fairly the results for the interim periods.  Operating
results for interim periods are not necessarily indicative of the results that
may be expected for the year.

The balance sheet at November 30, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements.

For further information, refer to the consolidated financial statements and
notes thereto included in the Spectrum Control, Inc. and Subsidiaries annual
report on Form 10-K for the fiscal year ended  November 30, 1998.

Note 2 - Principles of Consolidation

The condensed consolidated financial statements include the accounts of
Spectrum Control, Inc. and its Subsidiaries (the Company).  To facilitate
timely reporting, the fiscal quarters of a foreign subsidiary are based upon a
fiscal year which ends October 31.  All significant intercompany accounts are
eliminated upon consolidation.

Note 3 - Foreign Currency Translation

The assets and liabilities of the Company's  foreign operations are translated
into U.S. dollars at current exchange rates.  Revenue and expense accounts of
these operations are translated at average exchange rates prevailing during the
period.  These translation adjustments are accumulated in a separate component
of stockholders' equity.  Foreign currency transaction gains and losses are
included in determining net income for the period in which the exchange rate
changes.



<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


Note 4 - Acquisition

On March 26, 1999, the Company acquired substantially all of the assets of the
Signal Conditioning Products Division ("SCPD") of AMP Incorporated ("AMP").
AMP is a world leader in the manufacture of electrical, electronic, fiber-optic
and wireless interconnection devices and systems.  Through SCPD, AMP
manufactured and sold a broad line of electromagnetic interference ("EMI")
filters, filtered arrays, filtered connectors, and related products.

The aggregate cash purchase price of the acquired assets, including related
acquisition costs,  was approximately $20.7 million.  To finance the
acquisition, the Company secured a $20.0 million term loan from its principal
lending institution.  The term loan bears interest at variable rates at or
below the prevailing prime rate and requires quarterly principal payments of
$909,000 from December 26, 1999 through March 26, 2005.

The aggregate purchase price of the acquisition has been allocated to the
acquired assets based upon their respective fair market values.  The excess of
the aggregate purchase price over the fair value of the net assets acquired
(goodwill) amounted to approximately $12.0 million and is being amortized
ratably over a period of 20 years.

The acquisition has been accounted for as a purchase and, accordingly, the
results of operations of the acquired business have been included in the
accompanying financial statements since the date of acquisition.  The following
unaudited pro forma consolidated results of operations have been prepared as if
the acquisition had occurred as of the beginning of fiscal 1999 and 1998,
respectively (in thousands, except per share data):


                                        Nine Months Ended
                                             August 31
                                     1999               1998

     Net sales                   $  73,825          $  61,547

     Net income                      3,736              2,527

     Earnings per common share:

         Basic                        0.34               0.23
         Diluted                      0.34               0.23


The above amounts are based upon certain assumptions and estimates, and do not
reflect any benefits from economies which might be achieved from combined
operations.  The pro forma results do not necessarily represent results which
would have occurred if the acquisition had taken place on the basis assumed
above, nor are they necessarily indicative of the results of future combined
operations.


<PAGE>
<TABLE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 5 - Earnings Per Common Share

The following table sets forth the computation of basic and diluted
earnings per common share for the periods indicated:
<CAPTION>

                           Three Months Ended         Nine Months Ended
                               August 31                  August 31
                           1999          1998         1999        1998
<S>                       <C>          <C>          <C>          <C>
Numerator for basic and
  diluted earnings per
  common share
  (in thousands):

     Net income           $   1,597    $     915    $   3,970    $   2,930

Denominator for basic
  earnings per common
  share (in thousands):

     Weighted average
     shares outstanding      10,908       10,951       10,895       10,902

Denominator for diluted
  earnings per common
  share (in thousands):

     Weighted average
      shares outstanding     10,908       10,951       10,895       10,902


     Effect of dilutive
      stock options             178           88          118          127


                             11,086       11,039       11,013       11,029

Earnings per common share:
  Basic                   $   0 .15  $     0 .08  $     0 .36  $     0 .27

  Diluted
                          $   0 .14  $     0 .08  $     0 .36  $     0 .27
</TABLE>



<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



Note 6- Comprehensive Income

The following table sets forth the computation of comprehensive income
for the periods indicated (in thousands):

                             Three Months Ended         Nine Months Ended
                                  August 31                August 31
                             1999          1998         1999        1998

Net income                $  1,597     $    915     $  3,970    $  2,930
Foreign currency
 translation adjustment         24           19         (30)        (75)

Comprehensive income      $  1,621     $    934     $  3,940    $  2,855


Note 7- Operating Segments

The following table sets forth reportable segment information for the
periods indicated (in thousands):

Three Months Ended August 31:       Interconnect     Control
                                      Products       Products         Total
  1999

  Revenue from unaffiliated
    customers                         $19,560        $ 8,952        $ 28,512

  Segment income                        5,764          2,259           8,023

  1998

  Revenue from unaffiliated
    customers                           9,694          3,774          13,468

  Segment income                        3,851            919           4,770




Nine Months Ended August 31:

  1999

  Revenue from unaffiliated
  customers                            45,371         22,184          67,555

  Segment income                       15,145          5,107          20,252

  1998

  Revenue from unaffiliated
  customers                            32,076         10,670          42,746

  Segment income                       12,734          2,200          14,934



<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


<TABLE>
The following table sets forth the reconciliation of total reportable
segment income to consolidated income before provision for income taxes
for the periods indicated (in thousands):
<CAPTION>
                             Three Months Ended         Nine Months Ended
                                  August 31                August 31
                             1999          1998         1999        1998
<S>                       <C>          <C>          <C>         <C>
Total income for
  reportable segments     $  8,023     $  4,770     $ 20,252    $ 14,934

Unallocated amounts:

  Manufacturing expense
    related to the
    Company's ceramic
    capacitor operations     (748)        (951)      (2,709)     (2,717)

  Selling, general and
    administrative expense (4,206)      (2,318)     (10,297)     (7,440)

  Interest expense           (512)         (54)        (900)       (165)

  Other income                  23           48           58          82

Consolidated income
  before provision
  for income taxes       $   2,580     $  1,495     $  6,404    $  4,694

<FN>
For the periods indicated above, there were no material changes to the
accounting policies and procedures used to determine segment income.
Substantially all of the tangible assets and related operations of the
Signal Conditioning Products Division of AMP Incorporated, acquired by the
Company on March 26,1999, have been included in the Interconnect
Products business segment.
</TABLE>



<PAGE>

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


The following discussion and analysis may be understood more fully by reference
to the consolidated financial statements, notes to the consolidated financial
statements, and management's discussion and analysis contained in the Spectrum
Control, Inc. and Subsidiaries annual report on Form 10-K for the fiscal year
ended November 30, 1998.

General

Spectrum Control, Inc. and its Subsidiaries (the "Company") design, manufacture
and market a broad line of control products and systems.  The Company was
founded as a solutions-oriented company, designing and manufacturing products
to suppress or eliminate electromagnetic interference ("EMI").  The Company has
expanded its core EMI filter technology into a complete line of interconnect
filter products (discrete filters, filtered arrays, and filtered connectors).
In recent years, the Company broadened its focus by developing new lines of
power products (power distribution units, power entry  modules, power line
filters, commercial custom assemblies, and military/aerospace  multisection
assemblies), microwave products (coaxial ceramic bandpass filters, duplexers,
and dielectric resonators), and specialty ceramic capacitors (single layer,
temperature compensating, high voltage, and switch mode).  The Company's
products are used in virtually all industries worldwide, including
telecommunications, aerospace, military, medical, computer, and industrial
controls.

On March 26, 1999, the Company acquired substantially all of the assets of the
Signal Conditioning Products Division ("SCPD") of AMP Incorporated ("AMP").
AMP is a world leader in the manufacture of electrical, electronic, fiber-optic
and wireless interconnection devices and systems.  Through SCPD, AMP
manufactured and sold a broad line of EMI interconnect filter products.  The
acquisition was accounted for as a purchase and, accordingly, the results of
operations of the acquired business have been included in the Company's
financial statements since the date of acquisition.

Forward-Looking Information

Management's Discussion and Analysis of Financial Condition and Results of
Operations includes certain forward-looking statements which reflect
management's current views with respect to future operating performance,
ongoing cash requirements, and the Year 2000 Issue.  The words "believe",
"expect", "anticipate" and similar expressions identify forward-looking
statements.  These forward-looking statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from
historical results or those anticipated.  Factors that could cause or
contribute to such differences include those discussed in "Risk Factors That
May Affect Future Results", as well as those discussed elsewhere herein.
Readers are cautioned not to place undue reliance on these forward-looking
statements.



<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)



Results of Operations
<TABLE>
The following table sets forth certain financial data, as a percentage
of net sales, for the three months ended and nine months ended August 31, 1999
and 1998:
<CAPTION>
                             Three Months Ended         Nine Months Ended
                                 August 31                 August 31
                             1999          1998         1999        1998
<S>                         <C>           <C>          <C>         <C>
Net sales                   100.0%        100.0%       100.0%      100.0%
Cost of products sold        72.1          69.8         71.7        69.5
Gross margin                 27.9          30.2         28.3        30.5
Selling, general and
  administrative expense     17.3          19.5         17.8        19.6
Income from operations       10.6          10.7         10.5        10.9
Other income (expense)
  Interest expense          (1.8)         (0.4)        (1.3)       (0.4)
  Other income and
    expense, net              0.1           0.3          0.1         0.2
Income before provision
  for income taxes            8.9          10.6          9.3        10.7
Provision for income taxes    3.4           4.1          3.5         4.0
Net income                    5.5%          6.5%         5.8%        6.7%
</TABLE>



Third Quarter 1999 Versus Third Quarter 1998

Net Sales

Net sales increased $14.9 million or 106.0% during the period, with
consolidated net sales of  $28.9 million in the third quarter of 1999 and $14.0
million in the comparable quarter of 1998.  Of this increase, $9.4 million was
generated from the sale of SCPD products, with the remaining $5.5 million
primarily generated from the sale of power products.  These power products are
principally used in communications equipment, including telecommunication racks
and power supplies.  Overall demand for the Company's products was very strong
during the period with total customer orders of $31.6 million received in the
third quarter of 1999, an $18.0 million or 131.6% increase from the third
quarter of last year.



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



Gross Margin

Gross margin was $8.1 million or 27.9% of sales in the third quarter of 1999,
compared to $4.2 million or 30.2% of sales in the comparable quarter of 1998.
During the third quarter of 1999, the Company continued the integration of SCPD
into its Interconnect Products Division.  As a result of this integration, the
Company incurred certain changes in sales mix, production inefficiencies, and
yield losses which negatively impacted gross margin as a percentage of sales.
The integration of SCPD is expected to continue throughout fiscal 1999, with
anticipated completion by November 30, 1999.  Accordingly, management
anticipates gross margin percentages for the remainder of 1999 to approximate
28.0% to 29.0% of sales.


Selling, General and Administrative Expense

As a result of greater sales volume, selling expense increased during the
period.  In the third quarter of 1999, selling expense amounted to $2.5 million
or 8.5% of sales, compared to $1.6 million or 11.6% of sales in the same
quarter of 1998.  The decrease in selling expense, as a percentage of sales ,
principally reflects economies of scale realized with the additional sales
volume.  General and administrative expense was approximately $2.5 million in
the third quarter of 1999, compared to $1.1 million in the comparable quarter
of 1998.   Of this increase, approximately $200,000 arises from the
amortization of goodwill recognized in connection with the Company's
acquisition of SCPD in March 1999 and Potter Production Corporation in
September 1998.  The remaining increase in general and administrative expense
primarily reflects additional personnel costs, professional fees and other
operating expenses associated with the Company's increased business activity.


Other Income and Expense

To finance the acquisition of SCPD, the Company secured a $20.0 million term
loan from its principal lending institution.  The six year term loan bears
interest at variable rates at or below the prevailing prime rate.  Primarily as
a result of this indebtedness, interest expense increased $458,000 during the
period, from $54,000 in 1998 to $512,000 in 1999.



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)


Nine Months 1999 Versus Nine Months 1998


Net Sales

For the first nine months of 1999 net sales increased $24.9 million or 56.8%,
with net sales of $68.8 million in 1999 and $43.9 million in 1998.  Of this
increase, $14.8 million was generated from the sale of SCPD products, with the
remaining $10.1 million associated with the Company's power product offerings
(power distribution units, intelligent power management and conditioning
products, commercial custom assemblies, and other value-added assemblies).
These power products are primarily sold to original equipment manufacturers of
telecommunications equipment.  In 1999, customer order rates increased for
virtually all of the Company's major product lines.  For the first thirty-nine
weeks of fiscal 1999, the Company received customer orders of $85.4 million, an
increase of $41.0 million or 92.0% from the comparable period of 1998.  Of this
increase, approximately $22.1 million was generated by the Company's
interconnect filter products and the remaining $18.9 million from the Company's
power and microwave product offerings.  In addition, during the first nine
months of 1999, the Company assumed approximately $5.1 million of customer
order backlog in connection with the acquisition of SCPD.


Gross Margin

For the first nine months of 1999, gross margin was $19.5 million or 28.3% of
sales, compared to $13.4 million or 30.5% for the comparable period of 1998.
The decrease in gross margin percentage reflects several factors, of relative
equal significance, including:  changes in sales  mix and additional production
costs incurred during the integration of SCPD into the Company's Interconnect
Products Division; changes in sales mix from the Company's interconnect filter
products to its power product offerings; and yield losses and resultant higher
labor costs incurred at the Company's Ceramic Components Division in New
Orleans, Louisiana.


Selling, General and Administrative Expense

With additional sales volume, selling expense increased during the period.
During the first nine months of 1999, selling expense amounted to $6.6 million
or 9.6% of sales, compared to $4.9 million or 11.2% of sales for the same
period last year.  General and administrative expense amounted to $5.6 million
in the first nine months of fiscal 1999, compared to $3.7 million in the
comparable period of 1998.  Of this $1.9 million increase, approximately
$400,000 arises from the amortization of goodwill in connection with the
Company's recent acquisitions.  The remaining increase in general and
administrative expense primarily reflects additional personnel costs,
professional fees and other operating expenses associated with the Company's
increased business volume.



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)


Other Income and Expense

As previously indicated, the Company secured a $20.0 million term loan to
substantially finance the acquisition of SCPD.  Principally as a result of
incurring this debt, interest expense increased $735,000 during the period,
from $165,000 in 1998 to $900,000 in 1999.  Average short-term borrowings and
interest rates increased slightly throughout the period.


Income Taxes

The Company's effective income tax rate was 38.0% in 1999 and 37.6% in 1998,
compared to an applicable statutory income tax rate of approximately 40.0%.
Differences in the effective tax rates and statutory income tax rate
principally arise from state tax provisions and foreign income tax rates.


Risk Factors That May Affect Future Results

The Company's results of operations may be affected in the future by a variety
of factors including:  competitive pricing pressures, new product offerings by
the Company and it's competitors, new technologies, product cost changes,
changes in the overall economic climate, availability of raw materials, and
changes in product mix.  In 1999, management expects approximately 60.0% of the
Company's sales will be to customers in the telecommunication industry.
Accordingly, any significant change in the telecommunication industry's
activity level would have a direct impact on the Company's performance.

Liquidity, Capital Resources and Financial Condition

The Company has a $6.0 million line of credit with PNC Bank N.A. of Erie,
Pennsylvania (the "Bank").  The revolving credit line is collateralized by
substantially all of the Company's tangible and intangible property, with
interest rates on borrowings at or below the Bank's prevailing prime rate.  At
August 31, 1999, the Company had borrowed $1.9 million under this financing
arrangement.  The current line of credit agreement expires March 26, 2002.

The Company's wholly-owned foreign subsidiary maintains unsecured Deutsche Mark
lines of credit with several German financial institutions aggregating $1.6
million (3.0 million DM).  At August 31, 1999, the Company had borrowed $54,000
(98,000 DM) under these lines of credit. Borrowings under the lines of credit
bear interest at rates below the prevailing prime rate and are payable upon
demand.

The Company's working capital continued to increase during the period.  At
August 31, 1999, the Company had net working capital of $24.6 million, compared
to $18.6 million at November 30, 1998.  The Company's current ratio remained
strong during the first nine months of fiscal 1999, with current assets at 2.37
times current liabilities at August 31, 1999, compared to 4.23 at November 30,
1998.



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)

As a result of increased working capital requirements, the Company's operating
cash flow decreased during the period.  During the first nine months of 1999,
net cash generated from operations amounted to $1.8 million compared to $6.7
million for the comparable period of 1998.  During the first nine months of
1999, inventories increased by approximately $5.1 million from operations.  The
increase in inventories primarily reflects additional customer consigned
inventory requirements, as well as additional raw material and work-in-process
inventories to support anticipated future shipment requirements.

During the first nine months of fiscal 1999, the Company's cash expenditures
for property, plant and equipment amounted to $3.6 million.  These capital
expenditures primarily related to metal fabrication machinery and other
manufacturing equipment for capacity expansion at the Company's Control
Products Division, as well as construction of the Company's new corporate
headquarters facility in Fairview, Pennsylvania.

As previously indicated, the Company acquired substantially all of the assets
of the Signal Conditioning Products Division of AMP Incorporated on March 26,
1999.  The aggregate cash purchase price of the acquired assets was
approximately $20.7 million.  To finance the acquisition, the Company secured a
$20.0 million term loan from its principal lending institution (PNC Bank N.A.
of Erie, Pennsylvania), of which $10.0 million was later syndicated to M&T Bank
of Buffalo, New York.  The term loan bears interest at variable rates at or
below the prevailing prime rate and requires quarterly principal payments of
$909,000 from December 26, 1999 through March 26, 2005.

On March 26, 1999, the Company entered into a credit agreement with PNC Bank,
N.A. covering the $20.0 million term loan and the Company's $6.0 million
revolving credit facility (the "Agreement").  The Agreement requires the
Company to comply with certain covenants.  These covenants generally restrict
the Company from granting additional liens on its assets, disposing of assets
other than in the ordinary course of business, and incurring additional
indebtedness other than purchase money indebtedness and debt not exceeding $5.0
million in the aggregate.  The Agreement also imposes certain restrictions on
future acquisitions by the Company.  In addition, the Agreement requires the
Company to meet the following quarterly financial covenants:  maintain a
minimum net worth of $28.0 million plus 50% of the Company's net income for
each fiscal year ending after November 30, 1998;  maintain a minimum ratio of
EBITDA (earnings before interest, taxes, depreciation, and amortization) to
fixed charges of 1.2 to 1.0;  and maintain a maximum ratio of total
indebtedness to EBITDA of 3.5 to 1.0.  As of August 31, 1999, the Company was
in compliance with all covenants contained in the Agreement.

Current financial resources, including working capital and existing lines of
credit, and anticipated funds from operations are expected to be sufficient to
meet operating cash requirements throughout 1999, including scheduled long-term
debt repayment and planned capital expenditures.  There can be no assurance,
however, that unplanned capital replacement or other future events will not
require the Company to seek additional debt or equity financing and, if so
required, that it will be available on terms acceptable to the Company.



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



Quantitative and Qualitative Disclosures About Market Risk
<TABLE>
The Company's major market risk exposure is primarily due to possible
fluctuations in interest rates.  The Company's policy is to manage interest
rate risk by utilizing interest rate swap agreements to convert a portion of
the floating interest rate debt to fixed interest rates.  The Company does not
enter into derivative financial instruments for trading or speculative
purposes. The interest rate swap agreements are entered into with major
financial institutions thereby minimizing the risk of credit loss.

The following table presents information about the Company's market sensitive
financial instruments. The table sets forth the principal and notional amounts,
as well as the year of maturity and applicable interest rates for all
significant financial and derivative financial instruments in effect as of
August 31, 1999:
<CAPTION>

                                         Year of Maturity
Description              2000       2001       2002       2003      Thereafter
<S>                  <C>         <C>        <C>          <C>        <C>
Revolving credit
 facility:
  Principal amount                          $1,900,000
  Actual floating
   rate
    Euro-rate portion                            5.35%

Term loan:
  Principal amount   $3,636,000  $3,636,000  $3,636,000  $3,636,000  $5,456,000
  Actual floating
   rate
    Euro-rate portion    5.35%       5.35%       5.35%       5.35%       5.35%

Interest rate swap
 agreement:
   PNC Bank, N.A.
     Notional amount $3,636,000  $3,636,000  $2,728,000
     Actual fixed
      interest pay
       rate               5.89%       5.89%       5.89%
</TABLE>



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



Impact of Year 2000 Issue

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year.  As a result, any of the
Company's computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations,
including among other things, a temporary inability to process transactions,
prepare invoices, or engage in similar normal business activities.

The Company has completed an assessment and determined that it will have to
modify or replace portions of its software so that its computer systems will
function properly with respect to dates in the year 2000 and thereafter.  The
Company presently believes that with modifications and replacement of existing
software, the Year 2000 Issue can be mitigated.  However, if such modifications
and replacements are not made, or are not completed timely, the Year 2000 Issue
could have a material impact on the operations of the Company.

The Company's plan to resolve the Year 2000 Issue involves four phases:
assessment, remediation, testing, and implementation.  To date, the Company has
fully completed its assessment of all material systems that could be affected
by the Year 2000 Issue.  The completed assessment indicated that most of the
Company's significant information technology systems could be affected.  The
assessment also indicated that software used in certain manufacturing equipment
(hereafter also referred to as operating equipment) is also at risk.  If not
resolved on a timely basis, these systems could hamper the Company's ability to
manufacture and ship product from which the Company derives a significant
portion of its revenues.
 .
For its information technology exposures, the Company has completed the
remediation phase for all material systems including required software
reprogramming and replacement. After completing the reprogramming and
replacement of software, the Company commenced the testing and implementation
of its information technology systems.  As of August 31, 1999, the Company has
completed all of its testing and has fully implemented its remediated systems.

With respect to operating equipment, the Company has completed the remediation
and testing phases of the resolution process.  Implementation of affected
equipment is expected to be completed by September 30, 1999.



<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



The Company has queried its important suppliers and vendors to assess their
Year 2000 readiness.  To date, the Company is not aware of any problems that
would materially impact results of operations, liquidity, or capital resources.
However, the Company has no means of ensuring that these suppliers and vendors
will be Year 2000 ready.  The inability of those parties to complete their Year
2000 resolution process could materially impact the Company.

The Company is utilizing both internal and external resources to reprogram or
replace, test, and implement the software and operating equipment for Year 2000
modifications.  Management anticipates that its total year 2000 project costs
will not be material.

The Company's plans to complete Year 2000 modifications are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including the continued availability of certain resources and
other factors.  Estimates on the status of completion and the expected
completion dates are based on hours expended to date compared to total expected
hours.  However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those plans.  Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel training in this area, the ability
to locate and correct all relevant computer codes, and similar uncertainties.

Other Matters

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and for Hedging Activities" ("SFAS No. 133").  SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities.  SFAS No 133 is effective for fiscal years
beginning after June 15, 2000, with earlier application permitted.

Effective January 1, 1999, the European Monetary Union ("EMU") created a single
currency (the "Euro") for its member countries and the exchange rates of the
participating currencies have been fixed against the Euro.  The EMU has
established a three year transition period from January 1, 1999 to December 31,
2001, for the introduction of the Euro.

The Company does not expect the adoption of SFAS No. 133 or the introduction of
the Euro to have a material impact on the Company's financial position or
results of operations.



<PAGE>

PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K


   (a)  Exhibits

        The Exhibit filed as part of this report is listed below:

                     Exhibit No.                     Description
                         27                    Financial data schedule

   (b)  Reports on Form 8-K

                On April 12, 1999, the Company filed a Current Report on
    Form 8-K dated March 26, 1999, reporting the Company's acquisition of
substantially all of the assets of the Signal Conditioning Products Division
of AMP Incorporated.  The Current Report did not include any financial
statements.  Financial statements of the business acquired and unaudited
pro forma financial information were filed by subsequent amendment on
June 9, 1999, pursuant to Form 8-K/A.  The financial statements filed
consisted of the following:  Statement of Assets Purchased and Liabilities
Assumed of the Product Lines Acquired from AMP Incorporated as of
December 31, 1998; and Statements of Revenue and Direct Costs and Expenses
of the Product Lines Acquired from AMP Incorporated for the years ended
December 31, 1998 and 1997.



<PAGE>

                                SIGNATURE



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.




                                          SPECTRUM CONTROL, INC.
                                               (Registrant)



Date:  September 20, 1999            By:       /s/ John P. Freeman
                                        John P. Freeman, Vice President
                                           and Chief Financial Officer
                                            (Principal Accounting and
                                                Financial Officer)