UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form 10-Q

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

          For the quarterly period ended March 31, 1999

                 Commission File Number 0-27994

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

          Delaware                            13-383-5420
(State of other jurisdiction          (IRS Employer incorporation
      or organization)                    Identification No.)

                     50 Tannery Road, Unit 2
                 North Branch, New Jersey  08876
            (Address of principal executive offices)

                         (908) 534-2111
      (Registrant's telephone number, including area code)

                               N/A
      (Former name, former address and former fiscal year,
                  if changed since last report)

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

As of March 31, 1999, there were 4,743,000 shares of common stock
outstanding.
  PAGE 1
<PAGE>
                    BATTERIES BATTERIES, INC.

          FORM 10-Q FOR THE PERIOD ENDED March 31, 1999

                              INDEX

                                                         Page No.

PART I - FINANCIAL INFORMATION

  Consolidated Financial Statements

    Consolidated Balance sheets March 31, 1999
      (unaudited) and December 31, 1998...............        3

    Consolidated Statements of Operations For the
      three months ended March 31, 1999 (unaudited)
      and 1998 (unaudited)............................        4

    Consolidated Statements of Cash Flows For the
      three months ended March 31, 1999 (unaudited)
      and 1998 (unaudited)............................        5

    Notes to the Consolidated Financial Statements....        6

    Management's Discussion and Analysis of Financial
      Condition and Results of Operations.............       11

PART II - OTHER INFORMATION...........................       16
  PAGE 2
<PAGE>
                    BATTERIES BATTERIES, INC.

                   CONSOLIDATED BALANCE SHEET
         (In Thousands, Except Share and Per Share Data)

ASSETS                                   December 31,   March 31,
                                             1998          1999
                                                      (unaudited) 
  
CURRENT ASSETS:
  Cash and Cash Equivalents                $   330       $   406
  Accounts receivable                        7,151         6,641
  Inventories                                9,452         9,736
  Prepaid expenses and other current
    assets                                     340           434
  Current deferred income taxes                211           211

    Total current assets                    17,484        17,428

PROPERTY AND EQUIPMENT - Net                 1,336         1,344
EXCESS OF COST OVER NET ASSETS ACQUIRED      5,110         5,055
OTHER ASSETS                                   555           500

TOTAL                                      $24,485       $24,327

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt          $   600       $   600
Accounts payable                             3,887         4,023
Accrued expenses                             1,464         1,639

    Total current liabilities              $ 5,951       $ 6,262

LONG-TERM DEBT - NET                       $ 8,865       $ 8,246

STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.001,
  1,000,000 shares authorized
  no shares issued or outstanding               --            --
Common Stock, par value $.001,
  10,000,000 shares authorized,
  $4,743,000 shares, issued and
  outstanding, respectively                      5             5
Additional paid-in capital                  10,716        10,716
Retained (Deficit)                          (1,052)         (902)

    Total stockholders' equity               9,669         9,819

TOTAL                                      $24,485       $24,327

See notes to consolidated financial statements.
  PAGE 3
<PAGE>
                    BATTERIES BATTERIES, INC.
                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
         (in thousands, except share and per share data)

                                         THREE MONTHS ENDED      
                                  March 31, 1998   March 31, 1999

NET SALES                              $13,114         $11,039

COST OF SALES                            9,532           6,943

  Gross profit                           3,582           4,096 

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                               3,649           3,624 
INCOME (LOSS) FROM OPERATIONS              (67)            472

INTEREST EXPENSE, NET                      202             176
INCOME (LOSS) BEFORE PROVISION
  (BENEFIT) FOR INCOME TAXES              (269)            296

PROVISION (BENEFIT) FOR INCOME
  TAXES                                   (125)            146

NET INCOME (LOSS)                         (144)            150


NET INCOME (LOSS) PER SHARE -          $ (0.03)         $ 0.03

WEIGHTED AVERAGE NUMBER OF
  COMMON & COMMON EQUIVALENT
  SHARES OUTSTANDING                 4,743,000       4,743,000

See notes to consolidated financial statements
  PAGE 4
<PAGE>
                    BATTERIES BATTERIES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                           (In 000's)
                                        THREE MONTHS ENDED
                                  March 31, 1998   March 31, 1999
                                     
OPERATING ACTIVITIES:                                             
Net income (loss)                    $  (144)          $ 150
Adjustments to reconcile net
  income (Loss) to net cash
  provided by operating activities:
  Depreciation & amortization
     expense                             193             199
  Deferred income tax                      0               0

CHANGES IN ASSETS AND LIABILITIES:
  Accounts receivable                    334             509
  Inventories                          1,027            (284)
Prepaid expenses and other
    assets                               (76)            (68)
  Accounts payable and accrued
    expenses                             275             311
Net cash provided (used) by
  operating activities                 1,609             817

INVESTING ACTIVITIES:
Purchase of property and equipment,
  net                                   (110)           (122)
  Net cash used in investing
    activities                          (110)           (122)

FINANCING ACTIVITIES:
Net payments on borrowings            (1,561)           (619)     
Net cash provided by (used)
  financing activities                (1,561)           (619)

  NET (DECREASE) INCREASE IN CASH
    AND CASH EQUIVALENTS                 (62)             76

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                    540             330

CASH AND CASH EQUIVALENTS, END
  OF PERIOD                          $   478           $ 406

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during period for:
    Interest                         $   228           $ 167
    Income taxes                     $   238           $  62

See notes to consolidated financial statements  <PAGE 5>
  PAGE 6
<PAGE>
                    BATTERIES BATTERIES, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         MARCH 31, 1999
                           (Unaudited)

1.   BUSINESS

     Batteries Batteries, Inc. (the "Company" or "Batteries
     Batteries") was founded in May 1995 to create a nationwide
     battery distribution business serving the commercial,
     industrial and retail markets.  Through a series of
     acquisitions for cash, notes and securities, Batteries
     Batteries acquired (i) in June 1995 Specific Energy, Inc.
     ("Specific Energy") based in Phoenix, Arizona, (ii) in April
     1996, Advanced Fox Antenna, Inc. ("Advanced Fox") based in
     Philadelphia, Pennsylvania and Tauber Electronics, Inc.
     ("Tauber") based in San Diego, California, (iii) in January
     1997 Battery Network, Inc. and affiliate companies ("Battery
     Network") based in Chicago, Illinois, North Branch, New
     Jersey and Escondido, California, and (iv) in May 1997
     Cliffco of Tampa Bay, Inc. ("CTB") based in Tampa, Florida.

     The Company's operations are presently organized into two
     business groups: battery assembly and distribution and
     cellular and wireless accessory distribution.

     The Battery Group is headquartered in Escondido, California
     and is comprised of:

     -    Tauber Electronics which engineers, manufactures, and
          distributes battery packs and battery systems to
          original equipment manufacturers throughout the United
          States.

     -    Battery Network is a national distributor of specialty
          batteries to the commercial, industrial, and
          government/institutional markets.

     The Cellular Products Group is headquartered in Huntingdon
     Valley, Pennsylvania and is comprised of:

     -    Advanced Fox Cellular, based in Huntingdon Valley,
          Pennsylvania with sales offices and warehouse
          facilities in Miami, Florida, and Escondido,
          California, Advanced Fox distributes over 1,600
          cellular accessory products, including batteries,
          chargers, and antennas to customers throughout North
          and South America.

     -    Cliffco of Tampa Bay, Florida is a distributor of
          cellular products to a variety of customers including
          the large communication carriers.
  <PAGE 7>
     Financial Information about these industry segments is found
     in Note 5(Industry Segment) of this report.  

     The accompanying consolidated financial statements as of the
     three month period ended March 31, 1999 and March 31, 1998,
     are unaudited; but in the opinion of management, the
     information contained herein reflects all adjustments
     necessary to make the results of operations for the interim
     periods a fair statement of such operations. All such
     adjustments are of a normal recurring nature.  Operating
     results for interim periods are not necessarily indicative
     of results which may be expected for the year as a whole. 
     These consolidated financial statements should be read in
     conjunction with the audited financial statements and
     footnotes thereto included in the Company's Annual Report on
     Form 10-K for the year ended December 31, 1998.

2.   ACQUISITIONS AND LOAN FACILITY

     On January 7, 1997, effective January , 1997 the Company
     acquired the business and related assets of Battery Network
     (the "BNAcquisition") which operates principally in
     California, New Jersey and Illinois. The purchase price of
     approximately $11.2 million consisted of (i) approximately
     $8.3 million in cash, subject to adjustment to the extent
     that the net worth, as defined of Battery Network, exceeded
     or was less than $7.3 million; (ii) 550,000 shares of Common
     Stock valued at a price of $4.125 per share and five year
     options to purchase an additional 225,000 shares at an
     exercise price of $4.50 per share, and (iii) approximately
     $590,000 in transaction costs.

     On May 12, 1997, the Company acquired the business and
     related assets of CTB. The purchase price of approximately
     $615,000 consisted of (i) cash of approximately $75,000
     (ii) 193,000 shares of common stock valued at $2.35 per
     share or $446,985 and (iii) approximately $93,000 in
     transaction costs.  In addition, the Company assumed
     liabilities of $1,162,000.  As part of its assumption of
     liabilities, the Company paid at the closing indebtedness of
     CTB of approximately $560,000.  The CTB agreement included a
     three-year employment contract with the president and sole
     stockholder of the seller. The operations of CTB have been
     included in the consolidated results of operations of the
     Company from the date of its acquisition.

     The cash portion of the purchase price of each transaction,
     as well as the repayment of CTB debt of $560,000 to its
     collateralized lender was funded with a portion of the
     proceeds of a borrowing pursuant to a Revolving Credit, Term
     Loan and Security Agreement, dated January 6, 1997, as
     amended May 13, 1997, (the "Loan Facility"), between IBJ
     Schroder Bank & Trust Company, as Agent ("IBJ") and the
     Company and all its subsidiaries. The Loan Facility consists 
     <PAGE 8> of a $3,000,000 Term Loan (the "Term Loan") payable
     in 35 monthly installments of $50,000 each with the balance
     to be paid at maturity and a Revolving Credit Facility (the
     "Revolver Loan") of up to $10,000,000 to be advanced at the
     rate of 80% of eligible accounts receivable and 50% of
     inventories.  The Revolver Loans bears interest at the rate
     of 1/4 of 1% plus the higher of (i) the base commercial
     lending rate of IBJ or (ii) the weighted average of the
     rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds
     brokers plus 1/4 of 1%, or, at the option of the Company at
     the Eurodollar rate plus 2%.  The Eurodollar rate is defined
     as Libor for a designated period divided by one less the
     aggregate reserve requirements.  The interest on the Term
     Loan is 1/2% higher than the interest rate on the Revolver
     Loans.  The Loans Facility is secured by a pledge of the
     assets of the borrowers and a pledge of the outstanding
     capital stock of the subsidiaries of the Company.  As of
     March 31, 1999, the principal amounts outstanding of Term
     Loans was $1.3 million and the Revolver Loans was
     $7.5 million.

     The Loan Facility  contains certain  covenants that include
     maintenance of certain financial ratios, maintenance of
     certain amounts of working capital and net worth as well as
     other affirmative and negative covenants.  At December 31,
     1998, the Company was not in compliance with certain of
     these covenants.  On March 31, 1999, the Company entered
     into an amended credit agreement whereby the non-compliance
     at December 31, 1998 was waived, and the loan facility was
     extended for an additional one year period to January 7,
     2001 and new financial  covenants were negotiated through
     December 31, 2000 which reflect the Company's current
     projections.  As of March 31, 1999, the Company was in
     compliance with these covenants.

3.   MANAGEMENT AGREEMENT

     In February 1998, the management agreement with Founders
     Management Services, Inc. ("Founders") was revised by mutual
     consent to delete provisions relating to the rights of
     Founders to an incentive fee and to an origination fee
     (thereby limiting its fees to an annual management fee of
     $150,000) and to move up the expiration date of the
     Agreement to April 30, 1999.  On May 5, 1998, both active
     principals of Founders resigned as officers and directors of
     the Company, effectively terminating the relationship
     between the Company and Founders. 

4.   RESTRUCTURING CHARGES

     During the second quarter of 1998, the company made the
     decision to exit the retail battery business and explore the
     possibility of a sale of Specific Energy Corporation in 
     <PAGE 9> Phoenix, Arizona.  On August 6, 1998, the Company
     executed an Asset Purchase Agreement with a closing date set
     for on or about August 31, 1998.  In accordance with FASB
     Statement 121 -- "Accounting for the Impairment of Long-
     Lived Assets and Assets to be Disposed of," the Company
     reduced the carrying amount of" the retail assets of
     Specific Energy to its net realizable value in the second
     quarter of 1998 by $575,000 which principally represented
     the remaining goodwill resulting from the Specific Energy
     acquisition in 1995.

5.   SEGMENT DISCLOSURE

     Summary information by segment as of March 31, 1999 and 1998
     and the quarters ended March 31, 1999 and 1998 is as
     follows:

<TABLE>
<CAPTION>
                                                      Corporate
                                  Battery  Wireless      and          Total
                                  Segment   Segment  Unallocated  Consolidated
<S>                         <C>   <C>      <C>       <C>          <C>
Net Sales                   1999   $ 4,893  $ 6,146   ----------      $11,039
                            1998   $ 7,788  $ 5,326   ----------      $13,114

Operating Income(Loss)      1999   $  (392) $ 1,136   $     (272)         472        
                            1998   $   (61) $   305   $     (311)         (67)

Assets                      1999   $11,006  $10,594   $    2,727    $  24,327
                            1998   $15,385  $ 5,996   $    5,734    $  27,115

Depreciation and 
  Amortization              1999   $    77  $    93   $    29       $     199
                            1998   $    66  $    67   $    60       $     193

Provision for Bad Debts
  and obsolete
  inventories               1999   $    93  $   123         0       $     216
                            1998         0  $    42         0       $      42       

Interest (income) expense
  and financing costs       1999         0        0   $   176       $     176
                            1998         0        0   $   202       $     202
</TABLE>

     Additional information regarding revenue by products and service
     groups for the quarter ended March 31, 1999 and 1998 is as
     follows:

                                                                       
                                              1999     1998

OEM Value Added Sales                        $ 1,133   $ 1,897
Cellular Products and Accessories            $ 6,200   $ 5,501
Other Battery Products                       $ 3,706   $ 5,716
Total Sales                                  $11,039   $13,114        
                              
  <PAGE 10>

     All revenue and essentially all long-lived assets were related to
     operators in the United States as of March 31, 1999 and for the
     quarters ended March 31, 1999 and 1998.  

     Export sales accounted for the percentages of net sales for the
     quarters ended March 31, 1999 and 1998 as follows:

                                               1999     1998

Europe, Middle East & Africa                   $ 106   $ 120
Asia and Pacific                               $   1   $   1
Americas Excluding U.S.A                       $ 184   $ 463

  Total                                        $ 291   $ 584

     Receivables from export sales for Advanced Fox and Battery
     Network at March 31, 1999 and 1998 were approximately $400,000
     and $371,000 respectively.
  PAGE 11
<PAGE>
Item 2.   MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION 

RESULTS OF OPERATIONS 

     Three Months ended March 31, 1999 ("1999") Compared to Three
Months ended March 31, 1998 ("1998"). 

     Consolidated net sales decreased 15.8% or $2.1 million, from
$13.1 million in 1998 to $11.0 million in 1999.  The decrease in sales
was due primarily to a decrease in sales of Battery Network and Tauber
which decreased approximately 42% or $2.0 million and 13% or
$.3 million respectively.  Additionally, the sale of the Specific
Energy retail division on September 14, 1998, and the resulting loss
of its sales volume contributed to the overall decrease in total sales
(Specific Energy had sales of.6 million in the three months ended
March 31, 1998).  The sales decrease was partially offset by the
continued growth of the Wireless Products Group which had a sales
increase of approximately 15.4% or $.8 million.  The Wireless Products
Group's two operating entities, Fox and Cliffco had sales increases of
15% or $.6 million and 18% or $.3 million, respectively.

     Gross profit increased by $.6 million from $3.6 million in 1998
to $4.1 million in 1999, and gross profit as a percentage of sales
increased from 27.3% to 37.1%.  Specifically, the Wireless Products
group's increase in gross profit of $1.1 million was the major factor
for the overall gross profit improvement; however, this was partially
offset by the decreases in gross profit of $.2 million and $.1 million
attributed to Battery Network and Tauber respectively.  Additionally,
the sale of the Specific Energy retail division on September 14, 1998,
and the resulting loss of that entity's contribution to gross profit
affected our overall gross profit increase (Specific Energy had gross
profit of $.3 million in 1998).  The substantial increase in gross
profit percentage was a result of the following:

     -    the Wireless Products Group which operates at a
          substantially higher gross margin percentage than the
          Battery Group increased its percentage of total Company 
          sales from approximately 41% to 56% in comparing the three
          months of 1998 to 1999; 

     -    both Advanced Fox and Cliffco substantially improved their
          gross margin percentage due to a continued economically
          advantageous Far East purchasing policy. The consolidation
          of the two cellular companies' purchasing efforts, which
          began in June, 1998, resulted in a more economical
          purchasing system for both cellular companies;

     -    the Battery Group's increased centralization of purchasing
          efforts has resulted in a small improvement in its gross
          margin percentage. 
  <PAGE 12>
     Selling, general and administrative (SG&A) expenses decreased
from $3,649,000 in 1998 to $3,624,000 in 1999; however, as a
percentage of sales, SG&A expenses increased from 27.8% in 1998 to
32.8% in 1999.  The decrease in SG&A was attributable to:

     -    an approximate increase of $.3 million in the Wireless
          Product Group principally in marketing, selling, and
          distribution costs to support the current and anticipated
          sales growth. This including the continued expansion of the
          Advanced Fox main distribution facility and its Miami
          distribution facility. The Company also experienced
          increased sales and telemarketing costs, increased
          purchasing costs and increased costs in providing services
          to other divisions;

     -    the sale of Specific Energy retail division on September 14,
          1998 (Specific Energy incurred approximately $.3 million of
          SG&A during the first quarter of 1998.

     The increase as a percentage of sales was primarily attributable
to the large sales decline at Battery Network without a corresponding
reduction in SG&A expenses.

     During the second quarter of 1998, the company made the decision
to exit the retail battery business and explore the possibility of a
sale of Specific Energy Corporation, located in Phoenix, Arizona.  On
August 6, 1998, the Company executed an Asset Purchase Agreement with
a closing date set for on or about August 31, 1998.  In accordance
with FASB Statement 121 -- "Accounting for the Impairment of Long-
Lived Assets and Assets to be Disposed of", the Company reduced the
carrying amount of the retail assets of Specific Energy to their net
realizable value in the second quarter of 1998 by $575,000 which
principally represented the remaining goodwill resulting from the
Specific Energy acquisition in 1995.

     Interest expenses decreased from $202,000 in 1997 to $179,000 in
1998 due primarily to decreased borrowings under the Company's loan
facility due to the sale of Specific Energy on September 15, 1998 and
the resulting decrease in need for additional funds.  Additionally,
the company was affected by the availability of lower effective
borrowing rates.

     The company's effective income tax rate in 1999 is approximately
49% as compared to approximately 47% in 1998, the difference is
primarily due to the tax benefit attributable to a one time deductible
loss incurred in 1998.  The income tax provision for the three months
ended March 31, 1999 reflects income taxes at an estimated annual
rate.

LIQUIDITY AND CAPITAL RESOURCES 

     The Company's requirement for capital is to provide for:
(i) support of an increase in sales; (ii) capital equipment
expenditures related to: (a) Year 2000 system compliance; (b) business 
<PAGE 13> system upgrade's; (c) warehouse and office upgrades and
expansion; and (d) purchase of machinery and equipment used to
streamline receiving, shipping, packaging and battery pack assembly
operations, and (iii) financing for future acquisitions.  The
Company's primary sources of financing during 1998 were bank
borrowings and the sale of equity issues.   
 
     
     The Company's working capital as of March 31, 1999 was
$11.2 million.  For the three months ended March 31, 1999, net cash
provided by operating activities was $817,000.00.  Net cash provided
by operating activities during 1998 was $1,609,000.00.  The increase
in cash provided by operating activities during 1999 was attributable
to net income of $150,000 plus depreciation and amortization of
$199,000, and a net decrease in Accounts Receivable of $509,000 and an
increase in accounts payable and accrued expenses of $311,000 and an
increase in prepaid expenses of $68,000.  The increase in cash
provided by operating activities during 1998 was attributable to net
decreases in accounts receivable and inventory of $334,000 and
$1,027,000 respectively, and an increase in accounts payable and
accrued expense of $275,000, less a net loss of $144,000 (offset by
depreciation and amortization of $193,000) and an increase in prepaid
expense and the assets of $76,000.  

     Net cash used in investing activities for the three months ended
March 31, 1999 and 1998 was for the purchase of property and equipment
in the amounts of $122,000 and $110,000 respectively.

     Cash used by financing activities for the three months ended
March 31, 1999 was $619,000 comprised of $469,000 net payments under
the Revolving Credit Facility and $150,000 under the Term Loan
Facility.  Cash used by financing activities for the three months
ended March 31, 1998 was $1,561,000 comprised of $1,411,000 million
net payments under the Revolving credit facility and $150,000 under
the Term Loan Facility.  The Company had at March 31, 1999 cash and
cash equivalents of approximately $406,000.

     The Loan Facility contains certain covenants that include
maintenance of certain financial ratios, maintenance of certain
amounts of working capital and net worth as well as other affirmative
and negative covenants.  At December 31, 1998, the Company was not in
compliance with certain of these covenants.  On March 31, 1999, the
Company entered into an amended credit agreement whereby the non-
compliance at December 31, 1998 was waived, and the loan facility was
extended for an additional one year period to January 7, 2001 and new
financial  covenants were negotiated through December 31, 2000 which
reflect the Company's current projections.  As of March 31, 1999, the
Company was in compliance with these covenants.

     The Company estimates that it will incur capital expenditures of
approximately $500,000 during the twelve months ended March 31, 2000,
principally for the procurement of a new computer system and the
software to upgrade the Company's business systems and to insure Year 
<PAGE 14> 2000 compliance, and to purchase machinery and equipment to
enhance its warehousing, distribution and assembly operations.

     Based upon its present plans, management believes that operating
cash flow, available cash and available credit resources will be
adequate to make the repayments of indebtedness described herein, meet
the working capital cash needs of the Company and anticipated capital
expenditure needs during the 12 months ending March 30, 2000.

YEAR 2000 ISSUES

     The ability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields
containing a 2-digit year is commonly referred to as the Year 2000
(Y2K)issue.  As the year 2000 approaches, non-Y2K compatible systems
will be unable to accurately process certain data-based information.

     State of Readiness.  The Company has identified the following
applications and hardware that have already been rendered Y2K
compliant, or require, modification or replacement to be Y2K compliant
and has implemented plans to modify or repair the applications and
hardware in accordance with the following schedule.

Division                  System                  Compliance Date

Battery Group
  Battery Network         Accounting server       11/1/98
                          Accounting software     11/1/98
                          Work stations           7/31/99
                          Phone systems (except
                            voice mail)           3/30/99
                          Voice mail              6/30/99
                          Other software          EDI- 9/31/99

  Tauber Electronics      Accounting software     7/31/99
                          Accounting server       7/31/99
                          Workstations            7/31/99
                          Phone system (except
                            voice mail)           5/31/99
                          Voice mail              6/30/99

Wireless products group
  Advanced Fox            Accounting server       2/1/99
                          Accounting software     2/1/99
                          Work stations           2/1/99

  Cliffco                 Accounting software     7/1/99
                          Workstations            12/31/98

     The Company is in the process of contacting its vendors and
significant customers regarding their Y2K compliance plans which may
affect the Company's operations.
  <PAGE 15>
     The Company believes that its approximate total cost to become
Y2K compliant is as follows:

                                           Total        Cost as 
Division                              Estimated Cost   of 3/31/99
Battery group
  Battery Network                        $210,000       $195,000
  Tauber Electronics                     $ 50,000       $ 15,000
Wireless Products Group
  Advanced Fox                           $204,000       $184,000
  Cliffco                                $128,000       $ 98,000 

     The Company does not separately track the internal costs for its
Y2K compliance efforts; however, the primary cost to the Company's Y2K
compliance plan is principally payroll costs for its internal
information systems department employees.  The Company believes it has
adequate financial resources to pay for the balance of the Y2K
compliance costs.

     The most significant remaining risk to the Company regarding Y2K
would be the interruption of business due to vendors and customers
non-compliance with Y2K issues.     

      Certain operational aspects of Batteries Batteries could be
affected by outside service providers not being Y2K compliant,
including telephone service and other essential utility services. 
These risks are not under the control of the Company, but are
universal in nature to all businesses.  Any of the previously
discussed Y2K issues, if not addressed, could have a material adverse
effect on the Company.

     The Company expects to be fully complaint by September 30, 1999.

     The Company believes it will be fully compliant by September 30,
1999; however, we are developing a contingency plan in the event we
are unable to meet expectations regarding our self imposed compliance
schedule.

SEASONALITY AND INFLATION

     The Company's net sales typically show no significant seasonal
variations, although net sales may be affected in the future by timing
of any business acquisitions.

     The impact of inflation on the Company's operations has not been
significant to date.  However, a high rate of inflation in the future
poses a risk to the Company and its ability to sustain its operating
results.

Item 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's only financial instruments with market risk
exposure are revolving credit borrowings and variable rate term loans,
which total $9,846,000 at March 31, 1999.  Based on this balance, a 
<PAGE 16> change of one percent in the interest rate would cause a
change in interest expense of approximately $22,115, or $0.005 per
share (or $0.0025 per share net of an income tax benefit calculated
using the Company's historical statutory rates), on an annual basis.

     These instruments are non-trading in nature (not entered into for
trading purposes) and carry interest at a pre-agreed upon percentage
point spread from either the prime interest rate of the 90-day London
Interbank Offering Rate (LIBOR).  The Company's objective in
maintaining these variable rate borrowings is the flexibility obtained
regarding early repayment without penalties and lower overall cost as
compared with fixed-rate borrowings.


                                PART II

                           OTHER INFORMATION

Item 1.   Legal Proceedings

               Not applicable

Item 2.   Changes in Securities
               


Item 3.   Defaults Upon Senior Securities

               Not applicable

Item 4.   Submission of Matters to a Vote of Securities Holders

               Not applicable

Item 5.   Other Information

               Not applicable

Item 6.   Exhibits and Reports on Form 8 -K

          (a)  Exhibits

               27        Financial Data Schedule

          (b)  Reports on Form 8-K

               None
                 PAGE 17
<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.

                              By:/s/ Steve Rade                   

Date  May 17, 1999               Steve Rade
                                 Chief Executive Officer

                              By:/s/ Ronald E. Badke              

Date  May 17, 1999               Ronald E. Badke
                                 Chief Operating Officer and
                                 Chief Financial Officer

  <PAGE 18>