SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                     
                                 FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended June 30, 1998
                                    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ________ to ________

Commission file number 1-8277

                          ACME ELECTRIC CORPORATION
                          ------------------------
          (Exact name of Registrant as specified in its charter)

   STATE OF NEW YORK                                       16-0324980
   -----------------                                       ----------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

 400 Quaker Road, East Aurora, New York                      14052
 ---------------------------------------                     -----
   (Address of principal corporate offices)                (Zip Code)

                               716/655-3800
                                -----------
                            (Telephone Number)
                                     
Securities registered pursuant to Section 12(b) of the Act:
                                                     Name of each exchange
     Title of each class                              on which registered
     -------------------                              -------------------
Common Stock - Par Value $1.00 per share            New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:    None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.  YES   X    NO 
                                               -----     ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant as of September 11, 1998.
      Common Stock, Par Value $1 Per Share, $21,186,906

Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of September 11, 1998.
      Common Stock, Par Value $1 Per Share, 5,056,541 shares
<PAGE>
                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended June 30, 1998, are incorporated by reference into Parts I and
II.

Portions of the Registrant's definitive proxy statement for the annual
meeting of shareholders to be held on October 30, 1998, are incorporated by
reference into Part III.

                                     
                                  PART I

ITEM 1 - BUSINESS

  Business

  The Registrant was duly organized and incorporated under the laws of the
  State of New York on April 26, 1946, as successor to a business founded
  in 1917.  Its sole line of business is the design and manufacture of
  power conversion equipment for electronic and electrical systems.
  Principal markets encompass the computer, test equipment, information
  systems, military, aerospace and telecommunications and a variety of
  industrial, commercial and residential fields for applications that
  require conversion of electrical energy from one useable state to
  another.  Products are distributed to customers through the Registrant's
  sales force, independent sales representatives and wholesale
  distributors.  The business of the Registrant is not seasonal in nature.

  Competition

  Competitive conditions within the power conversion industry are intense.
  The Registrant competes with many other companies, some of which have
  far greater resources than the Registrant.  The principal methods of
  competition within the industry are price, service and product
  performance.  To meet this competition, the Registrant attempts to
  maintain high standards of engineering, manufacturing and customer
  service.  Due to the number and variety of competitors, reliable data
  relative to the Registrant's competitive position within the power
  conversion industry would be difficult to develop and is not known nor
  believed to exist.

  Customers

  Power conversion equipment sales encompass markets wherein the demands
  of any one customer may vary greatly due to changes in technology and
  market strategy.  One customer of the Company accounted for 17.2%,
  16.2%, and 14.8%, respectively, of fiscal 1998, 1997, and 1996 sales and
  3.7%, 10.0%, and 8.2%, respectively, of June 30, 1998, 1997, and 1996,
  accounts receivable.  This customer's program is scheduled for
  curtailment in January 1999, and, accordingly, the Company is currently
  addressing alternatives to replace this business.

  Backlog

  The backlog of orders believed to be firm totaled approximately
  $15,502,000 at June 30, 1998, compared with approximately $16,946,000 at
  June 30, 1997.  The lower backlog at June 30, 1998, compared with the
  backlog at June 30, 1997, reflects a reduced backlog of orders in the
  Registrant's aerospace business, as improved production capabilities
  supported a return to on-time deliveries on several delinquent customer
  programs, thereby reducing the end of the year cumulative backlog.

  Backlog orders at June 30, 1998, are generally expected to be filled
  during the current fiscal year.

  Raw Materials

  The Registrant purchases materials in a semi-finished state from other
  manufacturers and distributors.  Availability of materials is considered
  adequate to maintain current production levels.

  Patents

  The Registrant holds several technical patents and trademarks and is a
  party to certain patent applications.  The extent of the effect of such
  patents and trademarks is, however, in the opinion of management, not
  material at this time.

  Licenses

  The Registrant is a party to several license agreements.  The only
  material license, providing for the sale and manufacture of a
  proprietary fiber nickel cadmium battery (FNC), is an agreement with
  Hoppecke Batterie Systeme GmbH (formerly, Daug-Hoppecke Gesellschaft Fur
  Batteriesysteme mbH ("DAHO")) of Brilon, Germany.  The Company recorded
  an impairment loss write-off as of June 30, 1994, assigning zero value
  to the FNC license agreement.

  Employees

    As of June 30, 1998, approximately 630 persons were employed by the
    Registrant.

  Research and Development

  Approximately 7% of the Registrant's employees are engaged in
  engineering design and product development.  New products are
  continuously designed to satisfy specific customer requirements, and the
  cost of such development is expensed as incurred.  Since satisfaction of
  many customers' needs requires advancing applicable technology, applied
  research is an integral part of engineering-design and product-
  development activities.  The cost of such activities during the fiscal
  years ended June 30, 1998, 1997 and 1996, was $4,136,000, $4,552,000 and
  $4,735,000, respectively.

  Environmental Matters

  On June 27, 1997, the Registrant settled the claim by the New York State
  Department of Environmental Conservation (DEC) for contribution toward
  the costs of remediation of a municipal waste landfill site upon payment
  of $725,000.  The Registrant did have insurance policies in effect
  during the period that waste was disposed of at the site, which the
  Company is pursuing for possible recovery.

ITEM 2 - PROPERTIES

  The Registrant owns one plant in Lumberton, North Carolina, and leases
  two plant facilities; one in Cuba, New York (with an option to purchase
  in accordance with a $500,000 20-year industrial revenue bond financing,
  subject to repayment of $3,400,000 of subordinate financing) and a
  second in Tempe, Arizona.  The Registrant further leases facility space
  at a second location in Cuba, New York, and a warehouse in Tempe,
  Arizona.

                         Square Footage     Square Footage     Lease Ex-
     Location                 Owned             Leased       piration Date
     --------            --------------     --------------   -------------
  Cuba, NY (New Plant)        --                91,000         April 2017
  Cuba, NY (Old Plant)        --                72,000         August 1999
  East Aurora, NY             --                10,000         April 2004
   (Exec. Offices)
  Lumberton, NC          128,170                    --              N/A
  Tempe, AZ                   --                40,260         March 2005

ITEM 3 - LEGAL PROCEEDINGS

  The Registrant is involved in ordinary routine litigation incidental to
  its business, but none is expected to have a material impact upon the
  financial condition of the Registrant.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matter was submitted during the fourth quarter of the fiscal year
  covered by this report to a vote of security holders through the
  solicitation of proxies or otherwise.


                                  PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
              HOLDER MATTERS

  Information relating to the market and market prices of the Registrant's
  common stock, the approximate number of Registrant's shareholders and
  its dividend history for the past two fiscal years appears on page 24 of
  the Registrant's Annual Report to Shareholders for the fiscal year ended
  June 30, 1998, submitted herewith as an exhibit and such information is
  incorporated by reference herein.

  Information relating to long-term debt for the past two fiscal years
  appears on page 19 of the Registrant's Annual Report to Shareholders for
  the fiscal year ended June 30, 1998, submitted herewith as an exhibit
  and such information is incorporated by reference.  The Registrant
  suspended its quarterly cash dividend effective the third quarter of
  fiscal 1991.  The loss in fiscal 1991 resulted in a deficit of retained
  earnings.  As the Company continues to have a deficit of retained
  earnings, it does not expect to reinstate dividends in the foreseeable
  future.

ITEM 6 - SELECTED FINANCIAL DATA

  A five-year summary of certain financial information relating to the
  financial condition and results of operations of the Registrant appears
  on page 13 of the Registrant's Annual Report to Shareholders for the
  fiscal year ended June 30, 1998, submitted herewith as an exhibit and
  such summary is incorporated by reference herein.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS

  Management's discussion and analysis of financial condition and results
  of operations appears on pages 10 through 13 of the Registrant's Annual
  Report to Shareholders for the fiscal year ended June 30, 1998,
  submitted herewith as an exhibit and such management's discussion and
  analysis is incorporated by reference herein.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  The following financial statements of the Registrant and its
  subsidiaries, appearing on pages 14 through 23 of the Registrant's
  Annual Report to Shareholders for the fiscal year ended June 30, 1998,
  submitted herewith as an exhibit, are incorporated by reference herein:

   Statements of Operations - Years Ended June 30, 1998, 1997, 1996

   Balance Sheets - June 30, 1998 and 1997

   Statements of Cash Flows - Years Ended June 30, 1998, 1997, 1996

   Statements of Shareholders' Equity - Years Ended June 30, 1998, 1997,
                                                    1996

   Notes to Financial Statements

ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

  There have been no disagreements with accountants on accounting and
  financial disclosure matters.


                                 PART III

ITEM 10 - DIRECTORS AND OFFICERS OF THE REGISTRANT

  Identification of Directors
   --------------------------
  Information on directors of the Registrant is contained under the
  caption "Election of Directors," presented in the Registrant's
  Definitive Proxy Statement filed pursuant to Regulation 14A and used in
  conjunction with the Registrant's 1998 Annual Meeting of Shareholders to
  be held on October 30, 1998, and is incorporated by reference herein.

  Identification of Executive Officers
   -----------------------------------
                                          Summary of Business Experience
Name, Age and Position                     Over the Last Five Years
----------------------                 ----------------------------------
Robert J. McKenna, 50, Chairman,       Prior to assuming the position
President and Chief Executive Officer  currently held in October 1994,
                                       served as President and Chief
                                       Executive Officer since October
                                       1993.

John B. Drenning, Esq., 61             Partner, Phillips, Lytle,
Secretary                              Hitchcock, Blaine,& Huber since
                                       1990.

Michael A. Simon, 41                   Prior to assuming the position
Corporate Controller and               currently held in August 1997,
Assistant Secretary                    served as Controller since 1992.

Daniel K. Corwin, 51,                  Prior to assuming the position
Vice President and General             currently held in April 1997,
Manager, Electronics Division          served as Vice President and
                                       Chief Financial Officer since
                                       August 1994.  Prior thereto,
                                       served as Vice President of
                                       Administration andChief Financial
                                       Officer since February 1992.

Nicola T. Arena, 49                    Prior to assuming the position
Vice President and General             currently held in February 1996,
Manager, Power Distribution            served as Director of Sales and
Products Division                      Marketing for Aeroquip Cor-
                                       poration since 1991.

John E. Gleason, 51,                   Prior to assuming the position
Vice President and General             currently held in April 1997,
Manager, Aerospace Division            served as Acting Manager of the
                                       Aerospace Division and Vice
                                       President and General Manager of
                                       the Electronics Division since
                                       August 1996.  Prior thereto, served
                                       as Vice President and General
                                       Manager of the Electronics Division
                                       since May 1993.

ITEM 11 - MANAGEMENT REMUNERATION AND TRANSACTIONS

  Information called for in response to this item is contained under the
  captions "Compensation of Executive Officers," "Employment Agreements,"
  "1981 Incentive Stock Option Plan," "1989 Stock Option Plan," "Pension
  Plan," and the "1998 Stock Option Plan" proposal presented in the
  Registrant's definitive proxy statement filed pursuant to Regulation 14A
  and used in conjunction with the Registrant's 1998 Annual Meeting of
  Shareholders to be held on October 30, 1998, and is incorporated by
  reference herein.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  Information relating to security ownership of certain beneficial owners
  and management is contained under the captions "Voting Securities and
  Principal Holders Thereof" and "Nominees For Election As Directors" in
  the Registrant's definitive proxy statement filed pursuant to Regulation
  14A and used in conjunction with the Registrant's 1998 Annual Meeting of
  Shareholders to be held on October 30, 1998, and is incorporated by
  reference herein.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Certain transactions have been referenced under Item 11.  There are no
  other applicable relationships or related transactions.

                                  PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1.   Financial Statements
          --------------------
          See the accompanying Index to Financial Statements and Financial
          Statement Schedules on page F-1 of this report.

     2.   Financial Statement Schedules
          -----------------------------
          See the accompanying Index to Financial Statements and Financial
          Statement Schedules on page F-1 of this report.

     3.   Exhibits                            Page Number or Incorporation
          --------                                      by Reference
                                              ----------------------------
          3a  Certificate of Incorporation,   Exhibit (3a) to Report on
              as amended to date              Form 10-K for fiscal year
                                              ended June 30, 1989.

          3b  Bylaws, as amended to date      Exhibit (3b) to Report on
                                              Form 10-K for fiscal year
                                              ended June 30, 1990.

          11  Statement re. computation of    Note (8) to Financial
              per share earnings              Statements at page 21 of
                                              1998 Annual Report to
                                              Shareholders.

          13  Acme Electric Corporation 1998
              Annual Report to Shareholders   See Exhibit 13 attached.

          22  1998 Proxy Statement            Definitive Proxy Statement
                                              filed under Schedule 14A,
                                              September 16, 1998,
                                              File No. 001-08277.

          23  a,b, Additional Exhibits -      Pages F-4 through F-5 on
              c,d  Undertakings               Report on Form 10-K for
                                              fiscal year ended
                                              June 30, 1998.

          27  Financial Data Schedule         See Exhibit 27 attached.

          99  Additional Exhibits -
              News Release, August 5, 1998,
              announcing fourth quarter
              and year-end results.           See Exhibit 99 attached.

(b)       Reports on Form 8-K

          There were no reports filed on Form 8-K
          during the fifty-two-week period ending
          June 30, 1998.

<PAGE>
                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


     Signature and Title                        Date



   /s/                                         09/28/98
Robert D. Batting           Director



   /s/                                         09/28/98
Robert T. Brady             Director



   /s/                                         09/28/98
Randall L. Clark            Director



   /s/                                         09/28/98
G. Wayne Hawk               Director



   /s/                                         09/28/98
Terry M. Manon              Director



   /s/                                         09/28/98
Robert J. McKenna           Director


<PAGE>
                                SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


                     ACME ELECTRIC CORPORATION




By:     /s/                                Date:    09/28/98
     Robert J. McKenna
     Chairman, President and
     Chief Executive Officer





By:     /s/                                  Date:    09/28/98
     Michael A. Simon
     Corporate Controller and
     Assistant Secretary

<PAGE>
                         ACME ELECTRIC CORPORATION

                       INDEX TO FINANCIAL STATEMENTS


     The financial statements together with the report thereon of
PricewaterhouseCoopers LLP dated August 5, 1998, appearing on pages 14
through 24 of the accompanying 1998 Annual Report to Shareholders, are
incorporated by reference in this Form 10-K Annual Report.  With the
exception of the aforementioned information and the information
incorporated in Items 5, 6, 7, 8 and 14 of this Form 10-K, the 1998 Annual
Report to Shareholders is not to be deemed filed as part of this report.
The following financial statement schedules should be read in conjunction
with the financial statements in such 1998 Annual Report to Shareholders.
Financial statement schedules not included in this Form 10-K Annual Report
have been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.


                       FINANCIAL STATEMENT SCHEDULES

                            1998, 1997 AND 1996

                                                     Page

     Report of independent accountants               F-2

     Valuation and qualifying accounts and           F-3
        reserves (Schedule VIII)

     Consents of independent accountants             F-4 and F-5

                                    F-1

<PAGE>
                     Report of Independent Accountants
                      on Financial Statement Schedule


To the Board of Directors of
Acme Electric Corporation



Our audits of the financial statements referred to in our report dated

August 5, 1998 appearing on page 24 of the 1998 Annual Report to

Shareholders of Acme Electric Corporation (which report and financial

statements are incorporated in this Annual Report on Form 10-K) also

included an audit of the Financial Statement Schedule listed in the Index

to Financial Statements and Financial Statement Schedules which appears on

page F-1 of this Form 10-K.  In our opinion, this Financial Statement

Schedule presents fairly, in all material respects, the information set

forth therein when read in conjunction with the related financial

statements.




  /s/

PRICEWATERHOUSECOOPERS LLP


Buffalo, New York
August 5, 1998
                                    F-2

<PAGE>
<TABLE>
                            ACME ELECTRIC CORPORATION
         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (000's Omitted)

<CAPTION>
                                              Additions      Additions
                                 Balance At  (Deductions)   (Deductions)
Deductions                       Balance
                                 Beginning     Cost and         Other
From                             At End
                                  Of Year       Expense       Accounts
Reserves                         Of Year
                                 ----------  ------------   ------------   -----
-----                            -------
<S>                                <C>           <C>             <C>
<C>        <C>
Fiscal year ended June 30, 1998
 Reserve deducted from assets:
 Allowance for doubtful accounts  $  523        $    70         $     -       $
127                               $ 466
 Inventory obsolescence and
   impairment reserve             $  546        $  582          $     -       $
347                               $ 781


Fiscal year ended June 30, 1997
 Reserve deducted from assets:
 Allowance for doubtful accounts  $  389        $  464          $ -
$330                              $  523
 Inventory obsolescence and
   impairment reserve             $  399        $  147          $ -           $
-                                 $  546
 Restructuring Cost Reserves      $  399        $    -          $ -
$399                              $    -


Fiscal year ended June 30, 1996
 Reserve deducted from assets:
 Allowance for doubtful accounts  $  451        $  493          $ -
$555                              $  389
 Inventory obsolescence and
   impairment reserve             $  566        $    -          $ -
$167                              $  399
 Restructuring Cost Reserves      $  399        $    -          $ -           $
-                                 $  399

</TABLE>




                                       F-3

<PAGE>
                    CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration

Statements on Forms S-8 (No. 2-45985, No. 2-92825, No. 33-79488, No. 33-

59521, No. 33-59523, and No. 333-27243) of Acme Electric Corporation of our

report dated August 5, 1998 appearing on page 24 of the 1998 Annual Report

to Shareholders which is incorporated in this Annual Report on Form 10-K.

We also consent to the incorporation by reference of our report on the

Financial Statement Schedule, which appears on page F-2 of this Form 10-K.




  /s/

PRICEWATERHOUSECOOPERS LLP


Buffalo, New York
September 28, 1998

                                    F-4

<PAGE>
                    CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Prospectus

constituting part of the Registration Statement on Form S-3 (No. 2-89587)

of Acme Electric Corporation of our report dated August 5, 1998 appearing

on page 24 of the 1998 Annual Report to Shareholders which is incorporated

in this Annual Report on Form 10-K.  We also consent to the incorporation

by reference of our report on the Financial Statement Schedule, which

appears on page F-2 of this Form 10-K.




  /s/

PRICEWATERHOUSECOOPERS LLP


Buffalo, New York
September 28, 1998

                                    F-5