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                                                                   Exhibit Index
                                                                   is on page 24



                                  UNITED STATES
                        SECURITIES & EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 For the quarterly period ended April 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. 1-5375


                                TECHNITROL, INC.
               (Exact name of registrant as specified in Charter)



                   PENNSYLVANIA                            23-1292472
(State or other jurisdiction of incorporation     (IRS Employer Identification
                 or organization)                            Number)

     1210 Northbrook Drive, Suite 385
          Trevose, Pennsylvania                           19053
 (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:       215-355-2900 



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 [ ]



Common Stock - Shares Outstanding as of May 10, 1999:                16,208,156




                                  Page 1 of 25

<PAGE>
                         Part I. Financial Information

Item 1: Financial Statements



                        Technitrol, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                       April 2, 1999 and December 31, 1998
                                  In thousands


                                                       April 2,        Dec. 31,
         Assets                                          1999            1998
         ------                                          ----            ----
                                                      (unaudited)
Current Assets:
     Cash and cash equivalents                          $ 42,284       $ 50,563 
     Trade receivables                                    71,916         71,482 
     Inventories                                          70,899         71,230 
     Prepaid expenses and other current assets            15,507         10,597 
                                                        --------       --------
           Total current assets                          200,606        203,872 

Property, plant and equipment                            150,838        149,035 
     Less accumulated depreciation                        62,649         59,967 
                                                        --------       --------
           Net property, plant and equipment              88,189         89,068 
Deferred income taxes                                      7,502          9,296 
Excess of cost over net assets acquired, net              38,519         39,249 
Other assets                                               2,034          2,649 
                                                        --------       --------
                                                        $336,850       $344,134 
                                                        ========       ========

         Liabilities and Shareholders' Equity
         ------------------------------------

Current liabilities:
     Current installments of long-term debt             $    171       $    193 
     Accounts payable                                     24,397         23,270 
     Accrued expenses                                     72,393         78,073 
                                                        --------       --------
           Total current liabilities                      96,961        101,536 

Long-term liabilities:
     Long-term debt, excluding current installments       51,854         60,705 
     Other long-term liabilities                           6,053          7,084 

Shareholders' equity:
     Common stock and additional paid-in capital          46,321         45,109 
     Retained earnings                                   138,990        131,227 
     Other                                                (3,329)        (1,527)
                                                        --------       --------
           Total shareholders' equity                    181,982        174,809 
                                                        --------       --------
                                                        $336,850       $344,134 
                                                        ========       ========

See accompanying Notes to Consolidated Financial Statements.




                                  Page 2 of 25

<PAGE>



                        Technitrol, Inc. and Subsidiaries

                       Consolidated Statements of Earnings

                                   (Unaudited)
                       In thousands, except per share data

                                                            Quarter Ended
                                                         April 2,     March 31,
                                                          1999          1998 
                                                          ----          ----

Net sales                                               $125,230      $110,748 

Costs and expenses applicable to sales
    Cost of goods sold                                    87,091        74,606 
    Selling, general and administrative expenses          25,330        20,836 
                                                        --------      --------

         Total costs and expenses applicable to sales    112,421        95,442 
                                                        --------      --------

Operating profit                                          12,809        15,306 

Other income (expense)
     Interest, net                                          (699)          (45)
     Other                                                  (342)            4 
                                                        --------      --------

         Total other income (expense)                     (1,041)          (41)
                                                        --------      --------

Earnings before taxes                                     11,768        15,265 

Income taxes                                               3,032         5,887 
                                                        --------      --------

Net earnings                                            $  8,736      $  9,378 
                                                        ========      ========

Net earnings per share:
     Basic                                                   .55           .58 
     Diluted                                                 .54           .58 

Dividends declared per share                            $    .06      $    .06 

See accompanying Notes to Consolidated Financial Statements.



                                  Page 3 of 25
<PAGE>



                        Technitrol, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows

                 Quarter Ended April 2, 1999 and March 31, 1998

                                   (Unaudited)

                                  In thousands

                                                           April 2,    March 31,
                                                             1999         1998 
                                                             ----         ---- 
Cash flows from operating activities:
Net earnings                                               $ 8,736      $ 9,378 
Adjustments to reconcile net earnings to net 
   cash provided by operating activities:
     Depreciation and amortization                           3,943        3,538 
     Changes in assets and liabilities:
       Accounts payable and accrued expenses                (5,919)       3,211 
       Trade receivables                                    (2,922)      (4,310)
       Inventories                                          (1,286)      (2,495)
     Other, net                                                966         (305)
                                                           -------      -------
         Net cash provided by operating activities           3,518        9,017 
                                                           -------      -------

Cash flows from investing activities:
     Acquisitions, net of cash acquired                       (787)        (886)
     Capital expenditures                                   (3,845)      (2,618)
                                                           -------      -------
         Net cash used in investing activities              (4,632)      (3,504)
                                                           -------      -------

Cash flows from financing activities:
     Dividends paid                                           (973)        (847)
     Proceeds of long-term borrowings                        9,073           -- 
     Principal payments of long-term debt                  (15,123)        (506)
                                                           -------      -------
         Net cash used in financing activities              (7,023)      (1,353)
                                                           -------      -------

Net effect of exchange rate changes on cash                   (142)         (93)
                                                           -------      -------

Net increase (decrease) in cash and cash equivalents        (8,279)       4,067 

Cash and cash equivalents at beginning of year              50,563       48,803 
                                                           -------      -------

Cash and cash equivalents at April 2, 1999 and 
  March 31, 1998                                           $42,284      $52,870 
                                                           =======      =======

See accompanying Notes to Consolidated Financial Statements.




                                  Page 4 of 25
<PAGE>

<TABLE>
<CAPTION>
                                                   Technitrol, Inc. and Subsidiaries

                                        Consolidated Statement of Changes in Shareholders' Equity

                                                          April 2, 1999
                                                          (Unaudited)
                                              In thousands, except per share data

                                                                                               Other
                                                                                    -----------------------------
                                                                                                        Accumu-
                                                 Common stock and                                     lated other
                                                  paid-in capital                       Deferred        compre-        Compre-
                                               --------------------      Retained       compen-         hensive        hensive
                                               Shares        Amount      earnings       sation           income         income 
                                               ------        ------      --------       ------           ------         ------ 
<S>                                            <C>          <C>          <C>            <C>             <C>            <C>     
Balance at January 1, 1999                     16,170       $45,109      $131,227       $(1,792)        $   265 
Stock options, awards and related
    compensation                                   39           921                        (702)
Tax benefit of stock compensation                               291
Currency translation adjustments                                                                         (1,100)       $(1,100)
Net earnings                                                                8,736                                        8,736 
                                                                                                                       -------
Comprehensive income                                                                                                    $7,636 
                                                                                                                       =======
Dividends declared ($.06 per share)                                          (973)
                                               ------       -------      --------       -------         -------
Balance at April 2, 1999                       16,209       $46,321      $138,990       $(2,494)        $  (835)
                                               ======       =======      ========       =======         =======
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>



                                  Page 5 of 25
<PAGE>


                        Technitrol, Inc. and Subsidiaries

              Notes to Unaudited Consolidated Financial Statements

(1)      Accounting Policies
         -------------------

         For a complete description of the accounting policies of Technitrol,
Inc. and its consolidated subsidiaries ("the Company"), refer to Note 1 of Notes
to Consolidated Financial Statements included in the Company's Form 10-K filed
for the year ended December 31, 1998.

         The results for the quarter ended April 2, 1999 and March 31, 1998,
have been prepared by Technitrol's management without audit by its independent
auditors. In the opinion of management, the financial statements fairly present
in all material respects the results of Technitrol's operations and the
financial position for the periods presented. To the best knowledge and belief
of Technitrol, all adjustments have been made to properly reflect income and
expenses attributable to the periods presented. All such adjustments are of a
normal recurring nature. Operating results for the quarter ended April 2, 1999
are not necessarily indicative of annual results.

(2)      Acquisitions and Divestitures
         -----------------------------

         GTI Corporation ("GTI"): On November 16, 1998, the Company acquired all
         -----------------------
of the capital stock of GTI whose principal operating unit was Valor
Electronics, Inc. ("Valor"). Valor designed and manufactured magnetics-based
components for signal processing and power transfer functions used primarily in
local area networking and also in telecommunications and broadband products. At
the time of acquisition, manufacturing operations were located in the People's
Republic of China and the Philippines. These operations are currently being
integrated into existing facilities of the Company's Electronic Components
Segment.

         The total purchase price included $34.0 million paid to the former
shareholders of GTI. In addition, transaction expenses and related acquisition
costs were incurred. To complete the acquisition, the Company used approximately
$14.0 million of cash on hand, and drew down approximately $20.0 million from
approximately $137.0 million of available and previously unused bank lines of
credit.

                                                                     (continued)

                                  Page 6 of 25
<PAGE>



                        Technitrol, Inc. and Subsidiaries

         Notes to Unaudited Consolidated Financial Statements, continued

(2)      Acquisitions and Divestitures, continued
         -----------------------------

         The acquisition was accounted for by the purchase method of accounting
and, as such, the financial results of Valor have been included with those of
the Company beginning on November 16, 1998. A preliminary allocation of purchase
price to the assets acquired and liabilities assumed has been made using
estimated fair values that include values based on independent appraisals and
management estimates. The estimated fair value of the assets acquired and
liabilities assumed approximated $46.2 million and $18.3 million, respectively.
The excess of costs over net assets acquired approximated $5.8 million. These
estimates will be adjusted to reflect actual amounts. Any subsequent adjustments
are expected to occur during 1999 and are not expected to have a material impact
on the Company's financial position.

          The estimate of liabilities assumed included approximately $4.0
million for restructuring the GTI businesses. The amount was established in
accordance with Emerging Issues Task Force Issue 95-3, "Recognition of
Liabilities in Connection with a Purchase Business Combination", and is intended
to cover the estimated expenses related to integrating GTI's operations into
existing Electronic Components Segment facilities. Expenses have been, and are
expected to be, incurred primarily for terminating employees, leasehold
terminations and other related exit costs. The Company is continuing to evaluate
the total costs required to complete the planned restructuring. Actual expenses
charged to the reserve through April 2, 1999 have not been significant.
Restructuring plans are expected to be finalized during 1999.

         GTI experienced significant financial difficulty prior to its
acquisition by the Company, and the Company is making significant changes in
GTI's businesses, as noted above. As a result, the Company does not believe that
the following unaudited pro forma financial information, which reflects
continuing operations only and assumes GTI was acquired on January 1, 1998, is
indicative of the results that actually would have occurred if the acquisition
had been consummated on the date indicated or which may be attained in the
future (in thousands, except for earnings per share).

                                                Quarter Ended
                                                March 31, 1998
                                                --------------
        Net sales                                 $124,750
        Net earnings                                $5,632
        Diluted earnings per share                    $.35

                                                                     (continued)







                                  Page 7 of 25
<PAGE>




                        Technitrol, Inc. and Subsidiaries

         Notes to Unaudited Consolidated Financial Statements, continued

(2)      Acquisitions and Divestitures, continued
         -----------------------------

         FEE Technology, S.A. ("FEE"): On July 3, 1998, the Company purchased
         -----------------------------
all of the capital stock of FEE. FEE designed and manufactured magnetic
components for telecommunications and power conversion equipment. The total
purchase price including assumed debt and transaction costs approximated $20.0
million and was funded by cash on hand. The fair value of the net assets
acquired was approximately $2.7 million resulting in goodwill of approximately
$5.8 million. The total purchase price is subject to adjustment as expenses and
details of the transaction are finalized. Adjustments to the purchase price
allocation are not expected to have a material impact on the Company's
consolidated results of operations for 1999. FEE is now part of the Electronic
Components Segment. The acquisition was accounted for by the purchase method of
accounting and, therefore, the financial results of FEE have been included with
those of the Company beginning on July 3, 1998. Historical pro forma results of
operations would not be materially different from actual results.

         Certain Assets of Metales y Contactos, S.A. de C.V. ("Metales"): On
         ----------------------------------------------------------------
July 3, 1998, the Company, through its Metallurgical Components Segment ("MCS"),
acquired certain assets of Metales. The purchase price of Metales' assets was
not material to the Company's consolidated financial position. The results of
the Metallurgical Components Segment include the results of operating the
acquired assets from July 3, 1998.

(3)      Inventories
         -----------

         Inventories consisted of the following (in thousands):

                                                 April 2,          December 31,
                                                    1999                1998 
                                                    ----                ---- 
                 Finished goods                   $29,610             $27,376
                 Work in process                   14,244              14,926
                 Raw materials and supplies        27,045              28,928
                                                  -------             -------
                                                  $70,899             $71,230
                                                  =======             =======




                                  Page 8 of 25

<PAGE>



                        Technitrol, Inc. and Subsidiaries

         Notes to Unaudited Consolidated Financial Statements, continued

 (4)     Derivatives and Other Financial Instruments
         -------------------------------------------

         At April 2, 1999, the Company had two forward contracts outstanding,
one to purchase 324,000 Irish punt and the other to purchase 81,000 British
pounds sterling. The terms of both contracts were less than 30 days. The Company
had no other financial derivative instruments. In addition, management believes
that there is no material risk of loss from changes in market rates or prices
which are inherent in other financial instruments.

(5)      Earnings Per Share
         ------------------

         Basic earnings per share are calculated by dividing earnings by the
weighted average number of common shares outstanding (excluding restricted
shares) during the period. For calculating diluted earnings per share, common
share equivalents and restricted stock outstanding are added to the weighted
average number of common shares outstanding. Common share equivalents result
from outstanding options to purchase common stock as calculated using the
treasury stock method. Such common share equivalent amounts were 34,000 at April
2, 1999 and 46,000 at March 31, 1998. Earnings per share calculations are as
follows (in thousands, except per share amounts):

                                                        Quarter Ended
                                                   April 2,          March 31,
                                                     1999              1998
                                                     ----              ----
           Net earnings                           $ 8,736           $ 9,378
                Basic earnings per share:
                    Shares                         16,000            16,141
                    Per share amount              $   .55           $   .58
                Diluted earnings per share:
                    Shares                         16,210            16,187
                    Per share amount              $   .54           $   .58



                                  Page 9 of 25
<PAGE>


                        Technitrol, Inc. and Subsidiaries

         Notes to Unaudited Consolidated Financial Statements, continued

(6)      Business Segment Information
         ----------------------------

         For the quarter ended April 2, 1999, there was an immaterial amount of
intersegment revenues eliminated in consolidation. There were no intersegment
revenues in the quarter ended March 31, 1998. There has not been a material
change in segment assets from December 31, 1998 to April 2, 1999. In addition,
the basis for determining segment financial information has not changed from
1998. Specific segment data is as follows:

                                                                Quarter Ended
                                                          April 2,     March 31,
                                                             1999         1998 
                                                             ----         ----
         Net sales:
              Electronic Components                      $ 67,754      $ 50,070 
              Metallurgical Components                     57,476        60,678 
                                                         --------      --------
                  Total                                  $125,230      $110,748 
                                                         ========      ========

         Earnings before income taxes:
              Electronic Components                      $  8,889      $ 10,190 
              Metallurgical Components                      3,920         5,116 
                                                         --------      --------
                  Operating profit                         12,809        15,306 
              Other income (expense), net                  (1,041)          (41)
                                                         --------      --------
              Earnings before income taxes               $ 11,768      $ 15,265 
                                                         ========      ========



                                  Page 10 of 25
<PAGE>



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

         This discussion and analysis of our financial condition and results of
operations, as well as other sections of this report, contain certain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially. This
report should be read in conjunction with the factors set forth in our Annual
Report on Form 10-K for the year ended December 31, 1998 in Item 1 under the
caption "Factors That May Affect Our Future Results (Cautionary Statements for
Purposes of the 'Safe Harbor' Provisions of the Private Securities Litigation
Reform Act of 1995)."

Business Overview

         Technitrol, Inc. is a global manufacturer of electronic and
metallurgical components. We operate two business segments: the Electronic
Components Segment and the Metallurgical Components Segment. We refer to these
segments as the ECS and the MCS.

         Electronic Components Segment

         The ECS provides a variety of magnetics-based components, miniature
chip inductors and modules. These components modify or filter electrical
signals. They are used primarily in local area network, Internet connectivity,
telecommunications and power-conversion products. We manufacture these products
in the United States, Ireland, France, Malaysia, Thailand, the Philippines and
the People's Republic of China. We sometimes refer to the People's Republic of
China as the PRC.

         In 1993, we adopted a strategy of expanding our electronic components
business through a combination of internal growth and acquiring companies in the
local area network, telecommunications and power conversion markets, each of
which was identified as growing rapidly. Our acquisitions include:

         *  The Fil-Mag companies - In 1994, we acquired the Fil-Mag companies
            with manufacturing locations in Taiwan and the Philippines.

         *  Pulse Engineering, Inc. - In 1995, we acquired Pulse Engineering,
            Inc., with manufacturing locations in Ireland and China. The
            addition of Pulse significantly increased the size of our ECS
            business.

         *  The magnetic components business of Northern Telecom, Ltd. - We
            completed this acquisition on November 30, 1997. The primary assets
            we purchased included manufacturing plants in Malaysia and Thailand
            and a design-engineering group in Canada. These assets serve
            primarily the telecommunications and power markets.

         *  FEE Technology, S.A. - We purchased FEE on July 3, 1998. FEE
            designed and manufactured magnetic components for telecommunications
            and power conversion equipment. With the purchase of FEE, we
            acquired manufacturing facilities in France, Thailand and Poland. We
            subsequently closed FEE's Thailand facility and are in the process
            of closing the facility in Poland.


                                  Page 11 of 25
<PAGE>

         *  GTI Corporation - We completed the acquisition of GTI and its
            subsidiary, Valor Electronics, in November 1998. Valor designed and
            manufactured magnetics-based components for signal processing and
            power transfer functions primarily for local area network products
            and, to a much lesser extent, telecommunications and power-
            conversion products. Their manufacturing facilities were located in
            the PRC and the Philippines. We closed Valor's Philippine facility
            and we are in the process of consolidating Valor's PRC facility into
            our facilities in the PRC.

         After the acquisition of Pulse in 1995, we consolidated our electronic
component businesses to form a unified business throughout the world. This
unified business operates under the Pulse name. As mentioned above, we are in
varying stages of integrating our 1998 acquisitions into Pulse. We expect these
integration efforts to be substantially completed by the end of 1999.

         Metallurgical Components Segment

         The MCS manufactures:

         *  electrical contacts and assemblies;

         *  contact materials;

         *  thermostatic bimetals;

         *  clad metal products; and

         *  precision contact subassemblies often using our plastic molding
            capabilities.

         We sell these components to a wide range of industrial and consumer
product manufacturers. Our products are used in a variety of applications which
affect daily living including:

         *  residential, commercial and industrial circuit breakers;

         *  motor controls;

         *  switches and relays;

         *  wiring devices;

         *  temperature controls;

         *  appliances;

         *  automobiles;

         *  telecommunications products; and

         *  various other electrical products.

We also perform electroplating and metal refining services. Manufacturing occurs
in the United States, Germany, Spain, Puerto Rico and Mexico.


                                  Page 12 of 25
<PAGE>


          In late 1996, we acquired the assets of Doduco GmbH to support our
strategy of increasing market share and international expansion of our
metallurgical businesses. This business, located in Germany and Spain, was then
combined with our existing metallurgical component operations in North America
and now operates globally under the name AMI Doduco.

         In July of 1998, we acquired certain assets of Metales y Contactos,
S.A. de C.V. Metales designed and manufactured precious and semi-precious metal
contacts used mainly in automobiles and other durable goods. The Metales
facilities are located near Mexico City.

Liquidity and Capital Resources

          Working capital at April 2, 1999 was $103.6 million, an increase of
$1.3 million from working capital of $102.3 million at December 31, 1998.
Worldwide cash on hand at April 2, 1999 was $42.3 million, approximately $8.3
million less than on December 31, 1998. Cash on hand of approximately $6.0
million was used in the first quarter to repay debt which was outstanding as of
December 31, 1998.

         We believe that the combination of cash on hand, cash generated by
operations and, if necessary, additional borrowings under our credit facilities
will be sufficient to satisfy our operating cash requirements for the
foreseeable future. In addition, we may use internally generated funds and
additional borrowings for acquisitions of suitable businesses or assets.

         Cash Flows from Operating Activities

         Cash provided by operating activities for the quarter ended April 2,
1999 was $3.5 million. Net earnings, adjusted for non-cash depreciation and
amortization charges, were partially offset by a decrease in accounts payable
and accrued expenses and an increase in trade receivables. Payments for income
taxes and incentives contributed to the decrease in accrued expenses from
December 31, 1998.

         Cash Flows from Investing Activities

         Cash used by investing activities was $4.6 million during the first
quarter of 1999. Approximately $3.8 million of cash was used for capital
expenditures. The remaining balance of $.8 million represents transaction
expenses paid in 1999 for 1998 acquisitions.

         We make capital expenditures to expand production capacity and to
improve our operating efficiency. We plan to continue making such expenditures.
Additionally, we may acquire other businesses or product lines to expand our
breadth and scope of operations.

         With the exception of approximately $6.2 million of retained earnings
in the PRC which are restricted per PRC regulations, substantially all retained
earnings are free from legal or contractual restrictions. We have not
experienced any significant liquidity restrictions in any country in which we
operate and none are foreseen. However, foreign exchange ceilings imposed by
local governments and the sometimes lengthy approval


                                  Page 13 of 25
<PAGE>


processes, which some foreign governments require for international cash
transfers, may delay our internal cash movements from time to time. The retained
earnings in other countries represent a material portion of our assets. We
expect to reinvest these earnings outside of the United States because we
anticipate that a significant portion of our opportunities for growth in the
coming years will be abroad. If such earnings were brought back to the United
States, significant tax liabilities could be incurred in the United States. This
could have a material unfavorable impact on our net income and cash position.

         Cash Flows from Financing Activities

         We repaid, net of additional borrowings of $8.5 million during the
quarter, $6.5 million of domestic debt during the first quarter of 1999. We
borrowed $.6 million in Deutsche marks from a separate multi-currency facility.
These funds were utilized by the German operations of our AMI Doduco subsidiary.
At April 2, 1999, we had approximately $124.6 million of unused lines of credit
from banks.

         We paid dividends of approximately $1.0 million during the quarter
ended April 2, 1999. We expect to continue paying quarterly dividends for the
foreseeable future.

         Foreign Currency Effects

         During the first quarter of 1999, the Euro devalued approximately 8.0%
relative to the U.S. dollar. As a result, we incurred foreign currency losses at
our ECS European operations during the first quarter of 1999. In addition, we
experienced a negative translation adjustment to equity as our investment in the
MCS's European operations is worth less in U.S. dollars than prior to the
downward valuation of the Euro. This decrease in U.S. dollar value is reflected
as a reduction in equity.

         We transact a significant amount of sales in currencies other than the
U.S. dollar. Therefore, changing exchange rates often impact our financial
results. This is particularly true of movements in the exchange rate between the
U.S. dollar and the Euro because AMI Doduco's European sales are denominated
primarily in the Euro. In the future, it is possible that an increasing
percentage of our sales will be denominated in non-U.S. currencies. This would
increase our exposure to currency fluctuations.

         In order to reduce our exposure resulting from currency fluctuations,
we may purchase currency exchange forward contracts and/or currency options.
These contracts guarantee a predetermined range of exchange rates at the time
the contract is purchased. This allows us to shift the majority of the risk of
currency fluctuations from the date of the contract to a third party for a fee.
At April 2, 1999, we had two forward exchange contracts outstanding. Both were
short-term in duration and immaterial to our financial position. In determining
the use of forward exchange contracts and currency options, we consider the
amount of sales and purchases made in local currencies, the type of currency,
and the costs associated with the contracts.


                                  Page 14 of 25

<PAGE>


New Accounting Pronouncements

         In June of 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. This
standard is effective for quarters of fiscal years beginning after June 15,
1999. Adoption of this standard is not expected to have a material effect on our
operating results or liquidity. The impact of this standard on our balance sheet
will depend on the amount of hedging activity outstanding on the date of
adoption.

Results of Operations

         Our results of operations for the quarters ending April 2, 1999 and
March 31, 1998 are as follows. Amounts are in thousands:

                                             Quarter Ended
                                        April 2,        March 31,
                                          1999            1998 
                                          ----            ----
Net sales:
     Electronic Components             $ 67,754         $ 50,070 
     Metallurgical Components            57,476           60,678 
                                       --------         --------
         Total                         $125,230         $110,748 
                                       ========         ========

Earnings before income taxes:
     Electronic Components             $  8,889         $ 10,190 
     Metallurgical Components             3,920            5,116 
                                       --------         --------
         Operating profit                12,809           15,306 
     Other income (expense), net         (1,041)             (41) 
                                       --------         --------
     Earnings before income taxes      $ 11,768         $ 15,265 
                                       ========         ========

         Revenues

         Net sales for the first quarter of 1999 increased by $14.5 million or
13.1% when compared to the prior year first quarter. The increase is due to a
35.3% increase in ECS sales partially offset by somewhat lower MCS sales.

         The ECS sales in the first quarter of 1999 were $67.8 million, $17.7
million higher than the comparable period of 1998. The increase is primarily
attributable to the sales contributed by the operations of FEE acquired on July
3, 1998 and the GTI/Valor business acquired on November 16, 1998. We believe
that our recent acquisitions will continue to provide revenue growth as we
complete the integration of the sales and marketing functions of both FEE and
GTI/Valor.

         The MCS first quarter sales decreased $3.2 million, or 5.3%, from sales
levels attained by the MCS in the first three months of 1998. The MCS sales were
adversely affected by weakness in the European economies in general. Except for
sales in the


                                  Page 15 of 25
<PAGE>

automotive industry, our sales were generally lower across all markets we serve
in Europe. This weakness in 1999 is especially apparent in comparison to the
strong first quarter 1998 operating results from our European operations.
Additionally, our sales of industrial contacts were somewhat lower than the same
period in the prior year. Positively impacting first quarter 1999 sales were the
sales contributed by the operations of Metales, acquired on July 3, 1998, and
generally strong sales in most sectors of our North American markets.

         Cost of Sales

         During the first quarter of 1999, our gross margin was 30.5%, a
decrease from 32.6% in the first quarter of 1998. Both the ECS and MCS gross
margins decreased from the prior year first quarter. There were a variety of
factors contributing to the decline in margin. For the ECS, the primary factors
were:

         *  the addition of the FEE and GTI/Valor businesses which operate
            generally at somewhat lower margins than the traditional Pulse
            businesses;

         *  the continuing integration efforts of FEE and Valor which resulted
            in the relocation and consolidation of certain production
            operations;

         *  additional costs incurred to meet high customer demand toward the
            end of the first quarter of 1999; and

         *  normal pricing pressures from the ECS customers.

Upon completion of the integration efforts of FEE and Valor, we expect the ECS's
margins to improve.

         The MCS margins were negatively affected by weakness in the European
markets as our costs were allocated over less volume.

         Operating Expenses

         Total selling, general and administrative expenses for the first
quarter of 1999 were $25.3 million, or 20.2% of sales, compared to $20.8
million, or 18.8% of sales, in the comparable 1998 period. The increase in
selling, general and administrative expenses, both in dollars and as a
percentage of sales, includes the effect of ECS's continuing integration efforts
related to its most recent acquisitions. Integration related expenses reduced
the ECS's operating profit, in dollars, by approximately 10%. In addition, the
MCS continues to incur expenses relating to the implementation of an enterprise
resource planning system. These costs in the first quarter of 1999 were higher
than the comparable period of 1998, while 1999 MCS revenues were lower. We
anticipate these implementation costs to be higher yet in the second quarter of
1999 and to decline thereafter as the installation of the system is expected to
be substantially completed in the second quarter of 1999.


                                  Page 16 of 24
<PAGE>

         Research, development and engineering expenses are included in selling,
general and administrative expenses. We refer to research, development and
engineering expenses as RD&E. For the quarter ended April 2, 1999, RD&E expenses
were $3.5 million, or 5.2% of ECS sales, for the ECS and $1.6 million, or 2.7%
of MCS sales, for the MCS. For the comparable period in 1998, the amounts were
$2.5 million, or 5.0% of ECS sales, for the ECS and $1.4 million, or 2.3% of MCS
sales, for the MCS. The ECS spending for RD&E continues to increase as this
Segment invests in new technologies and related improvements. Neither Segment
plans any significant increase or reduction in RD&E efforts in the near-term.

         Interest

         Net interest expense was approximately $.7 million during the first
quarter of 1999, compared with less than $.1 million of net interest expense
during the first quarter of 1998. Interest expense increased when compared to
the first quarter of 1998 primarily as a result of higher levels of debt
outstanding. The higher debt levels resulted primarily from our acquisition of
GTI/Valor on November 16, 1998. In addition, interest expense on precious metal
held under leasing and consignment arrangements was higher in the first quarter
of 1999 than in the comparable 1998 period.

         The majority of our credit facilities have variable interest rates.
Accordingly, interest expense may increase if the rates associated with, or the
amounts borrowed under, our credit facilities move higher during subsequent
quarters. In addition, we may pursue additional or alternative credit to finance
further growth opportunities in one or both of our segments. We may use interest
rate swaps or other financial derivatives in order to manage the risk associated
with changes in market interest rates; however, we have not used any such
instruments thus far.

         Income taxes

         Our effective income tax rate during the first quarter of 1999 was
25.8%. This compares to 38.6% in the same period of 1998 and 33.5% in the prior
quarter. The substantial decrease in our effective tax rate resulted from
actions initiated in the first quarter of 1999 related to our comprehensive
global review of our business operations. This comprehensive review was aimed at
ensuring that our overall tax rates are optimal and appropriate. Also
contributing to the lower overall tax rate was a decline in the proportion of
taxable income attributable to high-tax jurisdictions such as Germany.

Other Issues

         Precious Metal

         The MCS uses silver, as well as other precious metals, in the
manufacturing of electrical contacts, rivets and other products. Historically,
we have leased or held these materials through consignment arrangements with our
suppliers. Leasing and consignment costs have been substantially below the costs
to borrow funds to purchase the metals. In addition, the risk of a decrease in
the market price of owned precious metal can be substantial. As is sometimes the
case, during the first quarter of 1998, and to a lesser extent in early 1999,
the price of silver increased significantly. The associated leasing


                                  Page 17 of 25
<PAGE>


costs also increased. The terms of sale within the MCS allow us to charge
customers for the current market value of silver. However, leasing costs cannot
always be recovered. Thus far we have been successful in managing the costs
associated with our precious metals. While limited amounts are purchased for use
in production, the vast majority of our precious metal inventory continues to be
leased or held on consignment. If our leasing/consignment fees increase
significantly in a short period of time, and we are unable to recover these
increased costs through higher sale prices, a negative impact on our results of
operations and liquidity may result. We believe this risk is shared by all of
our competitors.

         Year 2000 Computer Issues

         General

         The popularly called "Year 2000" issues associated with the programming
code in existing computer systems revolve around whether computer systems will
properly recognize date-sensitive information when the year changes to 2000.
Information technology ("IT") and non-IT systems that do not properly recognize
such information could generate erroneous data or cause a system to fail. The
Year 2000 problem is pervasive and complex, as virtually every computer
operation will be affected in some way by the rollover of the two digit value to
00.

         Our IT systems include central business computing and ancillary
business computing systems, payroll systems and manufacturing systems. Our
non-IT systems, those with embedded technology such as microcontrollers, include
time reporting systems, alarm and security systems, telecommunication systems,
plant machinery controls and electronic data interfaces. We have analyzed the
impact of the Year 2000 issues on our systems and have, or are in the process
of, addressing the issues raised by our analysis.

         Our products do not include date-sensitive software or embedded
technology. As a result, we do not expect to experience product warranty or
return issues relating to the Year 2000 problem.

         State of Readiness

         As a result of our decentralized segment structure and the diversified
systems employed by each segment and the corporate location, the Year 2000 issue
is being managed by each group separately. Oversight and status reviews are
performed by corporate personnel and, ultimately, the audit committee and board
of directors. Corporate, the ECS and the MCS are in varying stages of addressing
Year 2000 issues. We have defined the stages of progress for Year 2000 readiness
as follows: awareness, assessment, renovation, validation and implementation.
Corporate and the ECS are generally in the implementation stage while the MCS is
generally in the renovation and validation stages. Both the ECS and MCS are
currently assessing and addressing Year 2000 issues related to their 1998
acquisitions.


                                  Page 18 of 25
<PAGE>

         Corporate

         The IT systems at our corporate location are primarily purchased
programs. Periodically, these programs are updated with new releases. As a
result of these updates and discussions with vendors, we believe that internal
IT systems used at the corporate location are Year 2000 ready in all material
respects.

         We maintain electronic interfaces with external vendors, including
banks, insurance companies, employee benefit providers and many other parties.
In addition, we are dependent on parties such as our transfer agent and the NYSE
to provide for uninterrupted trading of our securities. Based on discussions
with their personnel, we believe these highly regulated institutions are or will
be Year 2000 ready, although we have received no such guarantees. We have
requested Year 2000 readiness statements from these vendors. In the event that
these parties experience Year 2000 problems, the consequences to us are unknown.

         We believe that corporate non-IT systems are Year 2000 ready, although
the use of non-IT systems at the corporate level is not critical to our
operations.

         ECS

         In mid-1997, the ECS formed a working group to address Year 2000 issues
facing this segment. All of the ECS's corporate applications were reviewed to
determine whether to repair, re-engineer, replace, or retire each system. All
recommended reprogramming steps to achieve Year 2000 readiness have been
completed. In addition, the ECS completed compliance implementations and related
testing for infrastructure-related issues with the operating systems, computer
networks, and telecommunications equipment and services, as well as the ECS's
facilities and security systems. To the extent problems develop, the ECS expects
that its IT department, with the assistance of external consultants, will be
able to address those problems on a timely basis.

         Regarding the FEE acquisition, the ECS has completed an assessment of
Year 2000 issues related to FEE's IT and non-IT systems. Year 2000 issues were
identified and are currently being addressed by internal resources.
Implementation of necessary changes and testing of those changes are expected to
be completed by the end of the third quarter of 1999 without material
expenditures.

         Prior to our acquisition of GTI, GTI completed the installation of an
enterprise resource planning system which addressed GTI's Year 2000 issues
related to their information systems. Any potential Year 2000 issues related to
GTI's facilities or non-IT systems will be addressed by our plans to integrate
GTI's operations into our facilities, which we believe are Year 2000 ready.

         The ECS is still in the process of contacting vendors and suppliers,
including hardware, software, telecommunications, networking, security, data and
service providers, regarding the Year 2000 readiness status of their companies
and products. To the extent that a supplier is not able to become Year 2000
ready, alternative supply sources will be identified and contacted, and their
Year 2000 readiness status verified within the next two quarters. The ECS
expects that its major vendors or suppliers will be Year 2000 ready.


                                  Page 19 of 25
<PAGE>


         Aggregate external costs incurred to address Year 2000 issues within
the ECS have approximated $380,000. About $280,000 of this amount was paid to
consultants and expensed when incurred. The remainder of the costs related to
accelerated purchases of licenses and software, and was capitalized in
accordance with existing company policy. Future costs related to the ECS Year
2000 issues are expected to be immaterial to the ECS.

         MCS

         Motivated in part by the Year 2000 issue and issues related to the Euro
currency conversion, but more so by the need for managers to have access to
real-time business data, the MCS is in the process of completing the
installation of a worldwide enterprise resource planning system. The system went
"live" as planned and on budget in early April in Germany and most of North
America. The vendor has warranted that the software is Year 2000 ready.

         The MCS is utilizing both internal and external resources to identify,
correct or reprogram and test remaining IT and non-IT systems for Year 2000
compliance, including those systems in Mexico acquired in July of 1998. It is
anticipated that all reprogramming efforts will be completed in a time period
sufficient to allow for appropriate testing.

         A Year 2000 readiness review of manufacturing systems is also under
way. The MCS's manufacturing systems include furnace controls, computer
integrated manufacturing systems, shop floor data collection and test equipment.
Some of these systems include embedded systems. It is anticipated that any
material Year 2000 problems will be identified and corrected by December of 1999
without material expense.

         Excluding the costs of implementing the ERP system, the total costs --
incurred and to be incurred -- associated with addressing the Year 2000 issues
within the MCS are estimated to be $150,000. Those costs are being expensed as
incurred. The cost of implementing the ERP system is significant to us; however,
such costs have been budgeted and approved in the ordinary course of business
and are being expensed or capitalized in accordance with existing policy. While
we expect that problems will develop from time to time during the course of the
ERP change over, we do not believe that these problems will have a material
adverse effect on our operations or that they necessarily will be Year 2000
related.

         The MCS has formalized questionnaires and sent those to vendors
requesting information regarding Year 2000 readiness. The MCS has received
completed surveys from a number of its suppliers. The identification of
alternative supply sources is our intended corrective action with regard to
non-compliant suppliers.

         Contingency Plans

         As the corporate location and the ECS believe their aggressive action
with respect to Year 2000 problems will mitigate material problems, overall
contingency plans have not been developed.


                                  Page 20 of 25
<PAGE>


         In the event that there is a failure of the ERP system, the MCS's
contingency plans include reverting to existing financial systems that are Year
2000 ready. Other financial and non-financial applications would be run manually
and problems would be addressed as identified.

         Risks

         The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. For example, if a utility company were unable to deliver power, or
if a major vendor were unable to deliver product, the operations of the affected
segment could be disrupted or even temporarily shut down. However, in each
segment, our manufacturing facilities and locations are more geographically
diverse than those of most of our competitors. This diversity provides a natural
hedge against those Year 2000 problems which may affect a given supplier or
utility. In the unlikely event that such failures occur, they could materially
and adversely affect our results of operations, liquidity and financial
condition. Due to the general uncertainty of the Year 2000 problem, including
the uncertainty of the Year 2000 readiness of third-party suppliers and
customers, we are unable to determine with complete certainty at this time
whether the consequences of Year 2000 failures will have a material impact on
our results of operations, liquidity or financial condition. Although there can
be no assurance that we have identified and corrected, or will identify and
correct, every Year 2000 problem existing in IT and non-IT systems, we believe
that we have programs in place to identify and correct any such material
problems and that our actions have significantly decreased the risks associated
with the Year 2000 problem.

         Euro Conversion

         On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and the Euro. We refer to the 11 countries as the participating countries and
the participating countries' sovereign currencies as the legacy currencies. The
Euro now trades on currency exchanges and is available for non-cash
transactions.

         The legacy currencies are scheduled to remain legal tender in the
participating countries as denominations of the Euro between January 1, 1999 and
July 1, 2002. During this transition period, public and private parties may pay
for goods and services using either the Euro or a legacy currency. Beginning
January 1, 2002, the participating countries will issue new Euro-denominated
bills and coins for use in cash transactions. By July 1, 2002, the participating
countries will withdraw all bills and coins denominated in the legacy
currencies, so that the legacy currencies no longer will be legal tender for any
transactions. The conversion to the Euro will then be complete.

         We have developed plans to ensure, to the extent possible, the Euro
will not negatively impact our operations. On a company-wide basis, those
efforts have been coordinated by the corporate Treasurer and have included
internal personnel as well as external consultants. The ECS is currently
evaluating the impact of the Euro on the operations located in Europe. The MCS
is in the renovation and implementation stages of addressing Euro conversion
related system issues for its European operations.


                                  Page 21 of 25
<PAGE>


         The failure to correct a material Euro conversion issue could result in
an interruption in, or failure of, certain normal business activities. Such
failures could materially and adversely affect our results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the conversion to the Euro, we are unable to determine at this time whether the
consequences of Euro conversion failures will have a material impact on the
company's results of operations, liquidity or financial condition. During 1999,
we have not encountered any material Euro conversion problems.

Item 3:  Quantitative and Qualitative Disclosures about Market Risk

         There were no material changes in market risk exposures that affect the
quantitative and qualitative disclosures presented in our Form 10-K for the year
ended December 31, 1998.

                                  Page 22 of 25
<PAGE>




                           Part II. Other Information

Item 1       Legal Proceedings                                           None

Item 2       Changes in Securities and Use of Proceeds                   None

Item 3       Defaults Upon Senior Securities                             None

Item 4       Submission of Matters to a Vote of Security Holders         None

Item 5       Other Information                                           None

Item 6       Exhibits and Reports on Form 8-K

             (a) Exhibits

                      The Exhibit Index is on page 24

             (b) Reports On Form 8-K

                      We filed a report on form 8-K/A on January 28,
             1999. This report pertains to the acquisition of GTI on
             November 16, 1998 and includes pro forma financial
             information as well as historical financial statements of
             GTI.

                      We also filed a report on Form 8-K on January 29,
             1999. This report pertains to a change in our fiscal year
             from December 31 of each year to the last Friday of each
             December.







                                  Page 23 of 25

<PAGE>



                                  Exhibit Index

Document

 3.(i)  Articles of Incorporation          Incorporated by reference to
                                             Form 8-A/A dated April 10, 1998

   (ii) By-laws                            Attached to this Form 10-Q

 4.     Instruments defining rights of     Incorporated by reference from Form
          security holders                   10-K for the year ended
                                             December 31, 1995 and from
                                             Exhibit 4 of Form 8-K dated
                                             August 30, 1996

27.     Financial Data Schedule            Electronic Filing Only

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







                                  Page 24 of 25
<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.



                                                 Technitrol, Inc.
                                       ----------------------------------------
                                                   (Registrant)



            May 17, 1999               /s/Albert Thorp, III
-----------------------------------    ----------------------------------------
               (Date)                  Albert Thorp, III
                                       Vice President - Finance and
                                            Chief Financial Officer
                                            (Principal Financial Officer)


            May 17, 1999               /s/Drew A. Moyer
-----------------------------------    ----------------------------------------
               (Date)                  Drew A. Moyer
                                       Corporate Controller and Secretary
                                            (Principal Accounting Officer)



                                  Page 25 of 25

<PAGE>