UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------


                                   FORM 10-Q/A

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

For the quarter ended: December 31, 1998          Commission File Number: 1-8147
                       -----------------                                  ------

                               MEDIQ Incorporated
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                         51-0219413
-------------------------------                            -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

One MEDIQ Plaza, Pennsauken, New Jersey                             08110
----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (856) 662-3200
                                                    --------------

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

At February 2, 1999, there were outstanding 1,074,823 shares of Common Stock,
par value $.01.

                                       1
<PAGE>

                       MEDIQ INCORPORATED AND SUBSIDIARIES
                         Quarter Ended December 31, 1998

                                      INDEX

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                     Number
                                                                                     ------
<S>                                                                                     <C>
Introductory Statement                                                                  3

PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

         Condensed Consolidated Statements of Operations-                               4
         Three Months Ended December 31, 1998 and 1997

         Condensed Consolidated Balance Sheets-                                         5
         December 31, 1998 and September 30, 1998

         Condensed Consolidated Statements of Cash Flows-                               6
         Three Months Ended December 31, 1998 and 1997

         Notes to Condensed Consolidated Financial   Statements                     7 - 8

  Item 2.  Management's Discussion and Analysis of                                 9 - 12
             Financial Condition and Results of Operations

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk                  12

PART II.  OTHER INFORMATION

  Item 2.  Changes in Securities and Use of Proceeds                                   13

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

</TABLE>

                                       2
<PAGE>

                       MEDIQ INCORPORATED AND SUBSIDIARIES
                         Quarter Ended December 31, 1998


                             Introductory Statement

This Form 10-Q/A is filed to amend the Form 10-Q for the quarter ended December
31, 1998 as filed on February 16, 1999. The purpose of this amended filing is to
restate certain amounts within the financial statements and to conform
applicable portions of Management's Discussion and Analysis of Financial
Condition and Results of Operations and amounts within the Financial Data
Schedule to the restated amounts. The effects of the restatement to the
financial statements are more fully described in Note B of the Notes to
Condensed Consolidated Financial Statements. All disclosures herein are as of
the date of the original filing except as amended for the effects of the
restatements.





                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                                       3
<PAGE>

                       MEDIQ INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                    December 31,
                                                                1998              1997
                                                              --------          --------
                                                          (as restated,
                                                           see Note B)
<S>                                                           <C>               <C>
Revenues:
  Rental                                                      $ 39,635          $ 33,395
  Sales                                                          8,591             6,694
  Other                                                          2,672             2,481
                                                              --------          --------
                                                                50,898            42,570

Expenses of Operations:
  Cost of sales                                                  6,444             5,491
  Operating                                                     17,349            14,446
  Selling                                                        6,974             3,619
  General and administrative                                     6,449             4,871
  Depreciation and amortization                                  9,919             8,292
                                                              --------          --------
                                                                47,135            36,719
                                                              --------          --------

Operating Income                                                 3,763             5,851

Other (Charges) and Credits:
  Interest expense                                             (13,257)           (3,657)
  Other-net                                                        106               228
                                                              --------          --------

(Loss) Income before Income Taxes                               (9,388)            2,422
Income Tax (Benefit) Expense                                    (3,214)            1,089
                                                                ------          --------

Net (Loss) Income                                               (6,174)            1,333
Dividends on Preferred Stock                                    (4,611)               --
                                                              --------          --------

Net (Loss) Attributable to/Income Available for
  Common Shareholders                                         $(10,785)         $  1,333
                                                              ========          ========

Basic and Diluted (Loss) Earnings per Share:
  Net (loss) attributable to/income available for
    common shareholders                                       $ (10.03)         $    .05
                                                              ========          ========

Weighted Average Number of Common Shares Outstanding:
  Basic                                                          1,075            25,613
                                                              ========          ========
  Diluted                                                        1,075            26,556
                                                              ========          ========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>


                       MEDIQ INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                            December 31,         September 30,
                                                                               1998                  1998
                                                                            -----------          ------------
                                                                            (Unaudited)         (See note below)
                                                                           (as restated,
                                                                            see Note B)
                                            Assets
<S>                                                                         <C>                    <C>
Current Assets:
  Cash                                                                      $   1,466              $   2,411
  Accounts receivable (net of allowance of $13,362 and
    $11,432, respectively)                                                     59,513                 52,659
  Inventories                                                                  22,906                 21,820
  Other current assets                                                         12,648                  9,923
                                                                            ---------              ---------
         Total Current Assets                                                  96,533                 86,813

Property, Plant and Equipment (net of accumulated depreciation
  and amortization of $163,689 and $155,749, respectively)                    100,946                103,917
Goodwill (net of accumulated amortization of $18,012 and
  $16,658, respectively)                                                       93,224                 91,121
Deferred Financing Costs (net of accumulated amortization
  of $1,425 and $862, respectively)                                            19,691                 20,013
Other Assets                                                                    7,585                  7,354
                                                                            ---------              ---------

Total Assets                                                                $ 317,979              $ 309,218
                                                                            =========              =========

                           Liabilities and Stockholders' Deficiency
Current Liabilities:
  Accounts payable                                                          $  12,814              $  14,152
  Accrued expenses                                                             15,280                 20,569
  Other current liabilities                                                       233                    281
  Current portion of long term debt                                             2,259                  2,037
                                                                            ---------              ---------
         Total Current Liabilities                                             30,586                 37,039

Senior Debt                                                                   302,271                277,490
Subordinated Debt                                                             190,514                190,514
Deferred Income Taxes                                                          10,805                 14,019
Other Liabilities                                                               3,303                  2,472
Mandatorily Redeemable Preferred Stock                                        116,638                113,037
Stockholders' Deficiency                                                     (336,138)              (325,353)
                                                                            ---------              ---------

Total Liabilities and Stockholders' Deficiency                              $ 317,979              $ 309,218
                                                                            =========              =========
</TABLE>

Note: The balance sheet at September 30, 1998 has been condensed from the
audited financial statements at that date.

            See Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>

                       MEDIQ INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended December 31,
                                                                                      1998                 1997
                                                                                   ---------            ----------

                                                                                (as restated,
                                                                                 see Note B)
<S>                                                                                <C>                   <C>
Cash Flows From Operating Activities

Net (loss) income                                                                  $ (6,174)             $  1,333
Adjustments to reconcile net (loss) income to net cash
  (used in) provided by operating activities                                         (7,467)                 (118)
                                                                                   ---------              --------
Net cash (used in) provided by operating activities                                 (13,641)                1,215

Cash Flows From Investing Activities

Purchases of equipment                                                               (4,396)               (8,280)
Acquisitions                                                                         (5,000)                   --
Collection of notes receivable                                                           --                 2,012
Other                                                                                  (230)                  275
                                                                                   --------              --------
Net cash used in investing activities                                                (9,626)               (5,993)

Cash Flows From Financing Activities

Borrowings                                                                           23,000                 8,000
Debt repayments                                                                        (437)               (2,034)
Deferred financing fees                                                                (241)                   --
Other                                                                                    --                   130
                                                                                   --------              --------
Net cash provided by financing activities                                            22,322                 6,096
                                                                                   --------              --------

(Decrease) increase in cash                                                            (945)                1,318
Cash:
  Beginning balance                                                                   2,411                 3,639
                                                                                   --------              --------
  Ending balance                                                                   $  1,466              $  4,957
                                                                                   ========              ========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>

                       MEDIQ INCORPORATED AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of December 31, 1998 and the
condensed consolidated statements of operations and cash flows for the three
months ended December 31, 1998 and 1997 have been prepared by the Company,
without audit. In the opinion of management, all adjustments (consisting only of
normal, recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at December 31, 1998 and for all
periods presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These condensed consolidated financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's September 30, 1998 Annual Report on Form 10-K.
The results of operations for the period ended December 31, 1998 are not
necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior year balances to the
current year presentation.

Note B - Restatement

Subsequent to the issuance of the financial statements for the three month
period ended December 31, 1998, the Company performed an extensive review of the
adequacy of the reserves for doubtful accounts. The Company also reviewed the
capitalization of accessories for its medical equipment. As a result of these
reviews, the Company determined that certain adjustments should have been made.
These adjustments resulted in an increase in the net loss attributable to
shareholders by $1.6 million, net of tax of $.8 million, or $1.49 per share. The
restatement on a pretax basis consisted of charges of $2.0 million in additional
provisions for doubtful accounts and $.4 million for the write off of accessory
costs previously capitalized. Additional restatement effects on the financial
statements were: statement of operations - rental revenues reduced by $1.6
million, operating expenses increased by $.8 million; balance sheet - allowance
for doubtful accounts increased and accounts receivable decreased by $2.0
million, property, plant and equipment decreased by $.4 million, deferred income
tax liability decreased by $.8 million.

Note C - Inventory
                                         December 31,              September 30,
                                            1998                       1998
                                         ------------              -------------
                                                       (in thousands)
         Raw materials                    $  2,696                   $  2,791
         Finished goods                     20,210                     19,029
                                          --------                   --------
                                          $ 22,906                   $ 21,820
                                          ========                   ========

Note D - Earnings Per Share

Options and warrants outstanding during the current fiscal year period to
purchase shares of the Company's Common Stock of 51,611 and 91,209,
respectively, were excluded from the computation of diluted earnings per share
("EPS") for the three months ended December 31, 1998 because they were
antidilutive. The weighted average number of common shares outstanding for
diluted EPS for the three months ended December 31, 1997 included 943,000
incremental shares for the assumed exercise of stock options outstanding during
that period. The disparity in per share amounts for the respective periods
presented in the Condensed Consolidated Statements of Operations was
attributable to the Company's recapitalization in connection with its merger
that occurred on May 29, 1998.

                                       7
<PAGE>

Note E - Stock Options

On October 1, 1998, the Company's Board of Directors adopted a stock option plan
("Plan"). Participants in the Plan are selected employees. The Plan authorized
the issuance of options for 61,543 shares of the Company's Common Stock. During
the three months ended December 31, 1998, 51,611 options were issued with an
exercise price of $10.00 per share. Options under the Plan have an exercise
price equal to the fair market value of the underlying Common Stock at the date
the option is issued, expire on October 1, 2008 and vest over four years in
accordance with a formula defined in the Plan. Options issued under the Plan
have been accounted for using the intrinsic value based method in accordance
with Accounting Principles Board Opinion No. 25. Accordingly, no compensation
cost was recognized.

Note F - Long Term Debt

At December 31, 1998, the amount outstanding under the revolving credit facility
was $23.0 million at a weighted average interest rate of 8.15%, compared to no
amount outstanding at September 30, 1998. The weighted average interest rate
incurred on borrowings under this facility during the three months ended
December 31, 1998 was 8.20%. Amounts borrowed were used primarily for interest
payments, equipment purchases, working capital and other corporate purposes.

Note G - Acquisitions

The Company purchased the assets of one business in November 1998 and acquired
individually two separate businesses, one each in January and February 1999. The
aggregate purchase price and associated goodwill were $32.5 million and $24.4
million, respectively. The assets and businesses acquired primarily relate to
medical equipment and support surface rentals. The acquisitions were accounted
for by the purchase method and, accordingly, the purchase prices were allocated
to the assets acquired based on their estimated fair values on the dates of
purchase. The aggregate excess of purchase prices over estimated fair values of
net assets acquired was recorded as goodwill amortizable on a straight line
basis over 20 years. Operations of the acquired assets and businesses were
included in the Company's results of operations from the respective acquisition
dates. Proforma results of operations of the Company giving effect to the
acquisitions are not presented because the acquisitions in the aggregate were
not material.

                                       8
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


The following discussion addresses the financial condition of the Company as of
December 31, 1998 and results of operations for the three month periods ended
December 31, 1998 and 1997, and addresses other circumstances through, or that
could be reasonably expected at, February 16, 1999. This discussion should be
read in conjunction with the financial statements included elsewhere herein and
the Management's Discussion and Analysis and financial statement sections of the
Company's Annual Report on Form 10-K for the year ended September 30, 1998. This
discussion has been revised to conform to the restatements discussed in Note B
of the Notes to Condensed Consolidated Financial Statements.

The following information contains forward looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that are
subject to risks and uncertainties. Unless otherwise specified, the forward
looking statements contained herein were made at February 16, 1999. Although the
Company believes that its expectations are based on reasonable assumptions
within the bounds of its knowledge of its business and operations as existed, or
that could be reasonably expected, at February 16, 1999, there can be no
assurance that actual results will not differ materially from its expectations.
Readers are cautioned not to place undue reliance on these forward looking
statements, which only address the circumstances that existed, or that could be
reasonably expected, at February 16, 1999.

Seasonality

In the past, the Company's rentals have been somewhat seasonal, with demand
historically peaking during periods of increased hospital census, which
generally occur in the winter months during the Company's second fiscal quarter.

Restatement of Quarterly Financial Information

Subsequent to the issuance of the financial statements for the three month
period ended December 31, 1998, the Company performed an extensive review of the
adequacy of the reserves for doubtful accounts. The Company also reviewed the
capitalization of accessories for its medical equipment. As a result of these
reviews, the Company determined that certain adjustments should have been made.
These adjustments resulted in an increase in the net loss attributable to
shareholders by $1.6 million, net of tax of $.8 million, or $1.49 per share. The
restatement on a pretax basis consisted of charges of $2.0 million in additional
provisions for doubtful accounts and $.4 million for the write off of accessory
costs previously capitalized. Additional restatement effects on the financial
statements were: statement of operations - rental revenues reduced by $1.6
million, operating expenses increased by $.8 million; balance sheet - allowance
for doubtful accounts increased and accounts receivable decreased by $2.0
million, property, plant and equipment decreased by $.4 million, deferred income
tax liability decreased by $.8 million.

Results of Operations

Total revenues for the first quarter fiscal 1999 were $50.9 million compared to
$42.6 million for the first quarter fiscal 1998, an increase of 19.6% or $8.3
million. This revenue growth was attributed to an increase in rental revenues of
18.7%, or $6.2 million, an increase in sales of 28.3%, or $1.9 million, and an
increase in other revenues of 7.7%, or $.2 million. The net increase in rental
revenues was primarily related to incremental revenues from acquisitions made
since May 1998 of businesses specializing in rentals of support surfaces.
Rentals of support surfaces increased by $8.6 million to $11.1 million
principally due to acquisitions, partially offset by increased charges for
reserves for doubtful accounts. Rentals of medical equipment decreased for the
first quarter fiscal 1999 by $2.4 million, or 7.8%, to $28.5 million principally
as a result of increased charges for reserves for doubtful accounts, pricing
concessions granted to a large national account and decreased volume with the
Company's largest revenue share arrangement, partially offset by increased
volume of 1.6% in total average units on rent and increased revenues from other
revenue share arrangements. The Company's largest revenue share arrangement is
scheduled to terminate in June 1999. The Company experienced pricing pressures

                                       9
<PAGE>

as a result of increased competition from other rental providers, and expects
this pressure to continue for the remainder of fiscal 1999. The increase in
sales resulted from increased sales of parts and disposables of $.9 million, or
17.6%, due to greater volume provided by product expansion and increased sales
of equipment of $.9 million, or 81.8%.

The Company completed one acquisition in November 1998 and two acquisitions in
the second quarter fiscal 1999 that are expected to contribute combined annual
revenues of approximately $11.0 million, based on the most recent annual
revenues available for each acquisition.

Cost of sales increased $1.0 million, or 17.4%, and was directly related to
increased sales. The profit margin on sales improved to 25.0% in the first
quarter fiscal 1999 compared to 18.0% in the first quarter fiscal 1998,
reflecting more sales of higher margin support surfaces. Selling expense
increased $3.4 million due to increased sales support on a national basis for
the Company's expanded support surfaces business. Operating and general and
administrative expenses are viewed together because each covers a broad spectrum
of expenses that crosses functions within the Company. These expenses increased
in the current year by $4.5 million, or 23.2%. This increase was primarily due
to: (i) increased infrastructure and employee costs associated with larger and
expanded operations connected with the growth in the business; (ii) increased
service and repair and maintenance requirements associated with a larger and
expanded equipment and product inventory; (iii) additional occupancy costs
associated with 17 new branch offices opened since May 1998 related to the
expanded support surfaces business; (iv) $.2 million for management fees
initiated in May 1998; (v) increased provisions for bad debts of $.5 million;
and (vi) write off of accessory costs of $.4 million. Depreciation and
amortization increased by $1.6 million, or 19.6%, due to added equipment
purchased and obtained in acquisitions and increased amortization of goodwill
due to additional amounts incurred in acquisitions made since May 1998.

Interest expense increased by $9.6 million, or 262.5%, in the first quarter
fiscal 1999 compared to the first quarter fiscal 1998 principally due to the
substantially higher level of debt incurred in connection with the Company's
merger and its acquisitions.

An income tax benefit of $3.2 million was associated with the pretax loss in the
first quarter fiscal 1999 compared to the income tax expense of $1.1 million
associated with the pretax income in the first quarter fiscal 1998. The
effective income tax rate of 34.2% was lower for the first quarter fiscal 1999
compared to the first quarter fiscal 1998 of 45.0% because no state income tax
benefit was recognized on the fiscal 1999 pretax loss compared to state income
tax expense recognized on the fiscal 1998 pretax income.

Dividends on preferred stock were $4.6 million in the first quarter fiscal 1999
compared to none in the first quarter fiscal 1998, reflecting accreted dividends
on the three cumulative preferred stock series issued in connection with the
Company's recapitalization in May 1998.

There was a net loss attributable to common shareholders of $10.8 million for
the first quarter fiscal 1999 compared to net income available for common
shareholders of $1.3 million for the first quarter fiscal 1998. The Company
expects that it will continue to report a loss for the foreseeable future due to
the substantial interest and noncash preferred stock dividend requirements
combined with noncash depreciation and amortization expected to be incurred in
the future. The disparity in the weighted average number of common shares used
in the (loss) earnings per share computations resulted from the Company's merger
and recapitalization in May 1998.

Liquidity and Capital Resources

Net cash used in operating activities in the first quarter fiscal 1999 was $13.6
million compared to cash provided by operating activities of $1.2 million in the
first quarter fiscal 1998. The cash used in the first quarter fiscal 1999 was
primarily for interest payments of $15.2 million during the period, which
included a scheduled semi-annual interest payment for the Company's 11% Senior
Subordinated Notes Due 2008 of $10.6 million.

     The Company used $23.0 million of its revolving credit facility to meet the
interest payments noted above, fund purchases of equipment of $4.4 million, for
working capital and to provide for other general corporate purposes during the

                                       10
<PAGE>

first quarter fiscal 1999. Availability under the revolving credit facility at
December 31, 1998 was $6.8 million. As of December 31, 1998, the Company had
availability under its acquisition facility of $50.0 million. In the second
quarter fiscal 1999, the Company used $27.8 million of the acquisition facility
for two acquisitions.

The weighted average interest rate on the term loan facility was 7.88% at
December 31, 1998 compared to 8.50% at September 30, 1998, and is fixed at 7.88%
until June 10, 1999. The weighted average variable interest rate on the
revolving credit facility was 8.15% at December 31, 1998 compared to 9.00% at
September 30, 1998.

Year 2000

The Company continues to evaluate the risks associated with its operations as a
result of Year 2000 compliant issues. The Company has evaluated these risks on
three levels: internal and existing computer programs and applications; rental
equipment; and customers and suppliers. In evaluating these risks, the Company
considered the material implications of each of these items on its operations on
and subsequent to January 1, 2000. The Company's internal business information
systems have been analyzed for Year 2000 compliance and are believed to be Year
2000 compliant. The Company commenced testing of the compliance readiness of the
internal business information systems in January 1999, and will continue testing
on an ongoing basis. The Company utilizes certain third party network equipment
and software products, which may or may not be Year 2000 compliant. While delays
in the implementation of the Year 2000 solutions for such systems which may not
be Year 2000 compliant could adversely effect the company's operations, at this
time, the Company believes that resolutions of this Year 2000 issue will not
have a material adverse effect on the Company's operations or results of
operations.

A significant portion of the Company's revenues and operating income are
directly related to the Company's ability to rent its equipment. Should a
material portion of such equipment not be Year 2000 compliant, there could be a
material adverse effect on the Company's results of operations. Support surfaces
rental equipment manufactured by the Company are fully Year 2000 compliant. The
Company initiated formal communications with the equipment manufacturers for
products the Company maintains in its inventory to determine the extent to which
the Company's purchased rental equipment may be vulnerable to Year 2000 issues.
To date, approximately 95% of the equipment manufacturers have responded to the
Company's requests. As of December 31, 1998, based on the responses received by
manufacturers of the related equipment, approximately 86% of the Company's
rental fleet is fully Year 2000 compliant, as represented by the manufacturers.
The Company has no means to validate these representations and must rely on the
statements made by the manufacturers. For manufacturers that have not yet
responded, the Company has a formal follow up plan in process. The Company
expects to complete the evaluation process of its rental fleet by March 31,
1999. To date, based on responses from the equipment manufacturers, the Company
believes it will be required to spend approximately $4.0 million to bring its
entire rental fleet into Year 2000 compliance. The Company anticipates that all
known modifications required to make its entire rental fleet Year 2000 compliant
will be completed by September 30, 1999. Currently, the Company is not able to
estimate the costs associated with Year 2000 issues for rental equipment whose
manufacturers have not yet replied.

Although the Company has significant relationships with its customers and
suppliers, the Company has determined that no one individual customer or
supplier could create a material adverse effect as a result of being Year 2000
noncompliant. However, should a number of individual customers be noncompliant,
there could be a material adverse effect on the Company's operations and results
of operations.

Should a material portion of the Company's rental fleet not be Year 2000
compliant, an interruption in or a failure of certain normal business activities
or operations could occur. There can be no assurance that the systems of other
companies on which the Company relies will be timely converted to be Year 2000
compliant and, therefore, not have a material adverse effect on the Company. In
addition, there can be no assurance that equipment of manufacturers that have
stated that their equipment is Year 2000 compliant is so.

                                       11
<PAGE>

The Company is developing a contingency plan for dealing with a worst case
scenario with respect to its rental equipment. The Company anticipates
completion of this plan by June 30, 1999.

The cost of compliance and the date on which the compliance will be completed
are based on estimates, which were derived utilizing numerous assumptions of
future events including the continued availability of certain resources and
other factors. However, there can be no assurance that these estimates will be
achieved. Actual results could differ materially from the projections. Specific
factors that might cause a material change include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to obtain
all necessary components or upgrade parts and similar uncertainties.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes during the three months ended December 31, 1998
in the Company's interest rate risk impacting cash flows or in the way the
Company managed this risk.

                                       12
<PAGE>


                       MEDIQ INCORPORATED AND SUBSIDIARIES
                         Quarter Ended December 31, 1998


PART II.  OTHER INFORMATION


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

In an offering dated October 21, 1998, the Company offered to exchange $140.9
million aggregate principal amount of registered 13% Senior Discount Debentures
due 2009 ("Debentures") for all of the then outstanding unregistered Debentures
in the same aggregate principal amount. All $140.9 million aggregate principal
amount of the Debentures were registered pursuant to a Form S-4 Registration
Statement filed with the Securities and Exchange Commission, Registration No.
333-58935, effective October 21, 1998. This registration was made pursuant to a
registration rights agreement between the Company and the principal underwriters
- Credit Suisse First Boston, NationsBanc Montgomery Securities LLC and Banque
Nationale de Paris - for the initial issuance. The initial issuance of the
Debentures was made on May 29, 1998 in a private placement exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended. The
Debentures registered were in the same form and with the same terms and
conditions as the unregistered Debentures. The exchange offering terminated
November 25, 1998, and all but $20.0 million aggregate principal amount of
Debentures offered for exchange were exchanged. The $20.0 million aggregate
principal amount not exchanged is subject to subsequent registration in a later
exchange offering pursuant to the registration rights agreement referred to
earlier. The Company did not receive any proceeds from the exchange offering.
Expenses incurred through December 31, 1998 with respect to the exchange offer
and registration were estimated at approximately $85 thousand. Such expenses
incurred were with third parties unaffiliated with the Company.

The Company registered 140,885 warrants to purchase 91,209 shares of the
Company's Common Stock and the 91,209 shares of Common Stock underlying the
warrants pursuant to a Form S-1 Registration Statement filed with the Securities
and Exchange Commission, Registration No. 333-58933, effective October 22, 1998.
This registration was made pursuant to a warrant agreement dated May 29, 1998
between the Company and United States Trust Company of New York, as warrant
agent, for the initial issuance. The initial issuance of the warrants had been
made as part of units consisting of the Debentures noted above in the same
private placement and with the same principal underwriters as that of the
Debentures. The Company did not receive any proceeds from the registration.
Expenses incurred through December 31, 1998 with respect to the registration
were approximately $235 thousand. Such expenses incurred were with third parties
unaffiliated with the Company.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

27       Financial Data Schedule appears on page 15.

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended December 31,
1998.

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<PAGE>


                       MEDIQ INCORPORATED AND SUBSIDIARIES
                         Quarter Ended December 31, 1998





                                    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.







                                                       MEDIQ Incorporated
                                                   --------------------------
                                                           (Registrant)



July 20, 2000                                      /s/ Kenneth K. Kreider
-------------                                      --------------------------
     (Date)                                        Kenneth K. Kreider
                                                   Senior Vice President and
                                                   Chief Financial Officer

                                       14