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

                           Form 10-Q/A

     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 0-27996

                    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.)

                 Building IEB, Chimney Rock Road
                 Bound Brook, New Jersey  08805
            (Address of principal executive offices)

                         (732) 764-0619
      (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>
                    BATTERIES BATTERIES, INC.

         FORM 10-Q/A 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.............       13

PART II - OTHER INFORMATION...........................       19
  <PAGE 2>
                    BATTERIES BATTERIES, INC.

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

                                         December 31,   March 31,
                                             1998          1999
                                                      (unaudited)
ASSETS
CURRENT ASSETS:
  Cash and Cash Equivalents                $   330       $   406
  Accounts receivable
    (net of allowances of $563
    and $625, respectively)                  7,151         6,641
  Inventories
    (net of reserves of $697
    and $482, respectively)                  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>
                    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


BASIC EARNINGS (LOSS) PER SHARE        $ (0.03)         $ 0.03

DILUTED EARNINGS (LOSS) PER SHARE      $ (0.03)         $ 0.03

BASIC WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING            4,743,000       4,743,000

DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING            4,743,000       4,753,677

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

CHANGES IN ASSETS AND LIABILITIES:
  Accounts receivable                    334             510
  Inventories                          1,027            (284)
Prepaid expenses and other
    assets                               (76)            (69)
  Accounts payable and accrued
    expenses                             275             311
Net cash provided 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 used by
  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>
                    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 Huntingdon Valley, 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 Wireless Products Group is headquartered in Huntingdon
     Valley, Pennsylvania and is comprised of:

     -    Advanced Fox Antenna, 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 6>

     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 "BN/Acquisition") 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 7> 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 Loan 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
     Loan.  The Loan 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 the
     Term Loan was $1.3 million and the Revolver Loan 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 30, 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 8> 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:

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

The Battery Group is headquartered in Escondido, California.  The
Battery Group consists of Tauber Electronics, which engineers,
manufactures and distributes battery packs and battery systems to
original equipment manufacturers and Battery Network which is a
national distributor of specialty batteries to the commercial,
industrial and government/institutional markets and Specific
Energy Inc., a retail distributor of specialty batteries whose
assets were sold in September, 1998.

The Wireless Products Group, headquartered in Huntingdon Valley,
Pennsylvania, consists of Advanced Fox Antenna, Inc. which
distributes over 1,600 cellular telephone accessory products,
including batteries, chargers, and antennas throughout North and
South America and Cliffco of Tampa Bay, Inc., which distributes
cellular accessories to a variety of customers including the
large communication carriers.

     The business groups were established based primarily on
commonality and synergies in product offerings and market focus,
and management expertise.

     Listed below is a geographic breakdown of each group by
individual company listing the headquarters and branch
operations.
  <PAGE 9>
The Battery
   Group               Location              Nature of Operation

Battery Network         Escondido, CA        Headquarters -
                                             Battery Network

Battery Network         North Branch NJ      Branch Sales and
                                             Warehousing

Battery Network         McHenry, IL          Branch Sales Office

Tauber Electronics      Escondido, CA        Headquarters -
                                             Tauber Electronics


The Wireless
   Group                 Location            Nature of Operation

Advanced Fox Antenna     Huntingdon          Headquarters -
                         Valley, PA          Wireless Group

Advanced Fox Antenna     Miami, FL           Branch Sales and
                                             Warehousing

Cliffco of Tampa         Tampa Bay, FL       Headquarters for
Bay, Inc.                                    Cliffco of Tampa
                                             Bay, Inc.


<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   $   (64) $   284   $     (287)         (67)

Assets                      1999   $15,016  $11,392   $   (2,081)   $  24,327
                            1998   $19,533  $ 7,048   $      534    $  27,115

Depreciation and
  Amortization              1999   $    77  $    93   $       29    $     199
                            1998   $    88  $    67   $       38    $     193

Interest Expense            1999   $______  $______   $      176    $     176
                            1998   $______  $______   $      202    $     202

Income (loss) before taxes  1999   $  (392) $ 1,136   $     (448)   $     296
                            1998   $   (64) $   284   $     (489)   $    (269)

</TABLE>

     Listed below is the composition of corporate and unallocated
assets as of March 31, 1998 and March 31, 1999.  <PAGE 10>

                                           1998            1999

Cash (overdraft)                        $ 11,188     $    (7,222)

Due from (to) subsidiaries                78,774      (2,405,002)

Deferred organization expense              82,500          52,500


Deferred income taxes                    186,453         186,453

Deferred finance cost                    154,143          72,500

Other                                     20,831          19,895

         Total                          $533,889     $(2,080,906)


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

                                               1998     1999

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


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 of sales for the quarters ended March 31, 1998 and 1999 as
follows:

                                               1998     1999

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

  Total                                        $ 584   $ 291

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

RESULTS OF OPERATIONS

     The following table represents the Company's statement of
operations data expressed as a percentage of net sales for the
respective periods:

                                            Three Months Ended
                                                 June 30,
                                            1998          1999

Net Sales                                   100.0%       100.0%
Cost of Sales                                72.7         62.9

Gross Profit                                 27.3         37.1

Selling, General and
  Administrative Expenses                    27.8         32.8

Income (loss) from operations                 (.5)         4.3

Interest Expense, net                         1.5          1.6

Income (loss) before provision
  (benefit) for income taxes:                (2.0)         2.7

Provision (benefit) for income taxes           (9)         1.3

Net Income                                   (1.1)         1.4

     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, Advanced Fox and Cliffco had sales increases of 15% or
$.6 million and 18% or $.2 million, respectively.

     Gross profit increased by $.5 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
<PAGE 12> 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 wireless companies'
          purchasing efforts, which began in June, 1998, resulted
          in a more economical purchasing system for both
          wireless companies;

     -    the Battery Group's increased centralization of
          purchasing efforts has resulted in a small improvement
          in its gross margin percentage.

     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 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.
  <PAGE 13>
     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 Inc., 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 1998 to
$176,000 in 1999 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
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 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 1999 were bank
borrowings and cash flow operations.

     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 $510,000 and an increase in accounts payable and
accrued expenses of $311,000 less increases in Inventory of
$284,000 and prepaid expenses of $69,000.  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 expenses of $275,000, less a net loss of $144,000
(offset by depreciation and amortization of $193,000) and an
increase in prepaid expenses and the other assets of $76,000.
  <PAGE 14>
     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 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 31, 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
<PAGE 15> 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.

     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.
  <PAGE 16>
     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 $8,846,000 at March 31, 1999.  Based on this
balance, a 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 Eurodollar 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.  <PAGE 17>
                             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 18>
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/ Stephen Rade

Date  August 10, 1999               Stephen Rade
                                 Chief Executive Officer

                              By:/s/ Ronald E. Badke


Date  August 10, 1999               Ronald E. Badke
                                 Chief Operating Officer and
                                 Chief Financial Officer
<PAGE 19>