<PAGE>   1
                                    FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended December 31, 1998

[ ]      TRANSITION REPORT PURSUANT OR SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from            to            
                                        -----------  -------------

                           Commission File No. 0-7770

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

 Michigan                                                            38-1867649
  State of Incorporation                               I.R.S. Employer I.D. No.

                               6200 Elmridge Road
                        Sterling Heights, Michigan 48310
                                 (810) 264-3611
          (Address of principal executive offices and telephone number)


         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  .
                                              --    --
         Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of February 5, 1999.

Common Stock, No Par Value                                    4,668,911
--------------------------                                 ----------------
          Class                                            Number of Shares





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<PAGE>   2
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                            MCCLAIN INDUSTRIES, INC.
                            ------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
<TABLE>
<CAPTION>
                                         DECEMBER 31,        SEPTEMBER 30,
                                            1998                 1998
                                         (unaudited) 
                                         ------------        -------------

                                     ASSETS
                                     ------
<S>                                      <C>                 <C>            
CURRENT ASSETS

Cash and Cash Equivalents                $   724,482         $  1,924,006
Accounts Receivable (Net)                 18,899,386           24,235,761
Inventories                               42,290,752           38,873,477
Net Investment in Sales Type
   Leases - Current Portion                3,250,000            3,100,000
Prepaid Expenses                             565,483              543,095
                                         -----------          -----------

   Total Current Assets                   65,730,103           68,676,339
                                         -----------          -----------

Property and Equipment                    42,464,708           42,100,575
   Accumulated Depreciation              (19,559,704)         (18,834,030)

Net Property and Equipment                22,905,004           23,266,545
                                         -----------          -----------

Net Investment in Sales Type
   Leases - Less Current Portion           6,256,909            6,013,959
                                         -----------          -----------

Other Assets                               2,239,163            2,290,124
                                         -----------          -----------


Total Assets                             $97,131,179         $100,246,967
                                         ===========         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

Current Portion of Long-Term Debt          3,300,000            3,300,000
Accounts Payable                          15,847,909           18,405,224
Accrued Liabilities                        4,780,838            4,537,434
Federal and State Income Taxes                     0              513,994
                                         -----------          -----------

Total Current Liabilities                 23,928,747           26,756,652
                                         -----------          -----------

Deferred Income Taxes                      2,215,000            2,215,000
                                         -----------          -----------

Long Term Debt - Less
   Current Portion                        40,959,327           42,530,105
                                         -----------          -----------

Product Liability                          2,631,313            1,909,904
                                         -----------          -----------

Stockholders' Equity                      27,396,792           26,835,306
                                         -----------          -----------

Total Liabilities and
   Stockholders' equity                  $97,131,179         $100,246,967
                                         ===========         ============

</TABLE>
See notes to condensed consolidated financial statements.

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<PAGE>   3
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------
                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
                 -----------------------------------------------
                                    UNAUDITED
                                    ---------
<TABLE>
<CAPTION>

                                         Three Months Ended
                                            December 31,

                                        1998           1997   
                                  --------------------------
<S>                               <C>            <C>              

Net Sales                         $27,156,906    $23,625,324
Cost of Sales                      22,314,809     19,252,930
                                  -----------    -----------
Gross Profit                        4,842,097      4,372,394

Selling General
and Administrative
Expenses                            3,446,543      3,278,925
                                  -----------    -----------

Operating Income                    1,395,554      1,093,469
                                  -----------    -----------

Other Income (Expense)
   Interest Expense                  (863,076)      (831,574)
   Interest Income                    363,639        308,819
   Other Income (Expense)            ( 45,631)      ( 59,177)
                                  -----------    -----------

   Net Other Expense                 (545,068)      (581,932)
                                  -----------    -----------

Income Before Income Taxes            850,486        511,537
  Income Taxes                        289,000        174,000
                                  -----------    -----------

Net Income                        $   561,486    $   337,537
                                  ===========    ===========

Net income per common
share (basic and diluted)         $       .12    $       .07
                                  ===========    ===========

Weighted average number of
common shares (basic and
diluted)                            4,682,160      4,762,953
                                  ===========    ===========

</TABLE>
See notes to condensed consolidated financial statements


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<PAGE>   4
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                    UNAUDITED
                                    ---------
<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED
                                                              DECEMBER 31,    
                                                       --------------------
                                                         1998        1997
                                                       --------    --------
<S>                                                  <C>          <C>            
Net income                                           $  561,486   $ 337,537
Adjustments to reconcile net income to net
  cash provided by operating activities
   Depreciation and amortization                        800,753     857,339
   Changes in assets and liabilities which
    provided (used) cash
     Current assets excluding cash & equivalents      1,746,712     798,664
     Other assets                                      (306,331)     46,287
     Accounts payable                                (2,557,315)   (567,347)
     Accrued expenses                                   243,404    (166,665)
         Federal and state income taxes                (513,994)    452,771
         Product liabilty                               721,409     251,340
                                                     ----------  ----------


  NET CASH PROVIDED BY OPERATING ACTIVITIES             696,124   2,009,926
                                                     ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                  (324,870)   (327,031)
                                                     ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal reductions of long term debt             (1,570,778) (2,165,982)
  Sale of common stock                                        0      61,369
  Redemption of common stock                                  0     (40,000)
                                                     ----------  ----------

  NET CASH USED IN FINANCING ACTIVITIES              (1,570,778  (2,144,613)
                                                     ----------  ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS            (1,199,524)   (461,718)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        1,924,006   2,402,421
                                                     ----------  ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $  724,482  $1,940,703
                                                     ==========  ==========

</TABLE>

See notes to condensed consolidated financial statements.


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<PAGE>   5
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------
                      THREE MONTHS ENDED DECEMBER 31, 1998
                      ------------------------------------

1.       Basis of Presentation

         The accompanying unaudited Consolidated Financial Statements of McClain
Industries, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, such Statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended December 31, 1998, are not necessarily indicative of
the results that may be expected for the year ending September 30, 1999. For
further information, refer to the Consolidated Financial Statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended September 30, 1998.

2.       Inventories

         Inventories at December 31, 1998 and September 30, 1998 are summarized
as follows:

<TABLE>
<CAPTION>
                               (Unaudited)
                            December 31, 1998   September 30, 1998
                            -----------------   ------------------
<S>                            <C>                  <C>                
Material and Supplies          $22,590,752          $22,100,252
Work in Process                  6,200,000            5,707,374
Finished Goods                  13,500,000           11,065,851
                               -----------          -----------
                               $42,290,752          $38,873,477
                               ===========          ===========
</TABLE>

3.       Earnings per Common Share and Common Equivalent Share:

         Earnings per share is computed using the weighted average number of
common shares outstanding during the year. The Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", effective
September 30, 1998. This statement requires a dual presentation and
reconciliation of "basic" and "diluted" per share amounts. Diluted reflects the
potential dilution of all common stock equivalents. At December 31, 1998, and
1997 options to purchase 264,464 and 132,311 shares, respectively, were excluded
from the computation of earnings per share because the options' exercise prices
were greater than the average market price of the common shares.




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<PAGE>   6
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------
                      THREE MONTHS ENDED DECEMBER 31, 1998
                      ------------------------------------

4.       Depreciation

   For the three months ended December 31, 1998 and 1997, depreciation charges
were $686,411 and $774,228, respectively.

5.       Contingencies

         Product Liability

         As a manufacturer of industrial products, the Company is occasionally
subjected to various product liability claims. Such claims typically involve
personal injury or wrongful death associated with the use or misuse of the
Company's products. The Company is currently defending certain legal proceedings
involving allegations of product liability relating to products manufactured and
sold by the Company. Historically, such claims have not resulted in material
losses to the Company in any one year, and the Company maintains product
liability insurance in amounts believed by management to be adequate.

         Galion Holding Company (GHC), pursuant to an indemnification it
provided to the seller in connection with GHC's July 1992 acquisition of the
Galion operations, is currently defending a number of legal proceedings
involving product liability claims arising out of products manufactured and sold
prior to the acquisition. These claims are covered by insurance and many of
these cases have been settled. In addition, the acquisition agreement called for
the seller to share in the payment of certain costs related to the defense of
these cases. On December 29, 1998 the Company reached a settlement agreement
with the seller, the terms of which called for the Company to release the seller
from its obligations related to product liability claims under the Galion
acquisition agreement in exchange for a cash payment of $1,050,000.

         A reserve to provide for these product claims was established at the
acquisition date. Since many of the cases have been settled and insurance
coverage exists, management believes that the ongoing costs to defend these
claims will not exceed the amount accrued on the accompanying consolidated
balance sheet at December 31, 1998.

         Environmental Matters

         The Company's operations are subject to extensive federal, state and
local regulation under environmental laws and regulations concerning, among
other things, emissions into the air, discharges into the waters and the
generation, handling, storage, transportation, treatment and disposal of waste
and other

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<PAGE>   7
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------
                      THREE MONTHS ENDED DECEMBER 31, 1998
                      ------------------------------------

5.       Contingencies - (continued)

materials. Inherent in manufacturing operations and in owning real estate is the
risk of environmental liabilities as a result of both current and past
operations, which cannot be predicted with certainty. The Company has incurred
and will continue to incur costs, on an ongoing basis, associated with
environmental regulatory compliance in its business.

         Labor Union Matters

         Certain of the Company's hourly employees are represented by various
labor unions pursuant to collective bargaining agreement which expire between
September 1999 and June 2000.

On February 23, 1995, the National Labor Relations Board (NLRB) conducted an
election in response to a petition filed by a local union (Union) to represent
the hourly employees at the Company's Macon, Georgia plant. The ballots of
certain employees were challenged as ineligible. The Union filed charges
asserting that the Company committed various unfair labor practices which
affected the election results and that the challenged ballots should be counted.
On October 17, 1996 the NLRB upheld the unfair labor practice charges and on
November 5, 1996 the NLRB determined that the results of the election were in
favor of the Union. Management, based upon the opinion of counsel, does not
believe a final decision upholding the Union certification or the unfair labor
practice charges would have a material adverse effect on the Company.

         Other Legal Matters

         The Company is also involved in routine litigation incidental to its
business. Management believes that the resolution of these matters will not
materially affect the consolidated financial statements.



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<PAGE>   8
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------


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

Overview

         The following discussion should be read in conjunction with the
condensed consolidated financial statements, including the notes thereto,
appearing elsewhere in this report.

         Selected financial data for the Company for the periods indicated:

<TABLE>
<CAPTION>

                                                     (Unaudited)
                                                 Three Months Ended
                                                    DECEMBER 31,     
                                             ------------------------
                                              1998               1997
                                              ----               ----

<S>                                        <C>               <C>            
Net Sales                                  $27,156,906       $23,625,324

Net Income                                     561,486           337,537

Net Earnings Per Common
Share (basic and diluted)                  $       .12       $       .07

<CAPTION>

                                           (Unaudited)
                                              As of           As of
                                           December 31,    September 30,
                                              1998              1998     
                                          ------------    --------------
<S>                                        <C>               <C>            
Working Capital                            $41,801,356       $41,919,687

Total Assets                                97,131,179       100,246,967

Long-Term Debt                              40,959,327        42,530,105

Stockholder's Investment                    27,396,792        26,835,306

Weighted Average Number
of Common and Common Equivalent
Shares Outstanding                           4,682,160         4,762,953

Current Ratio                                   2.75:1            2.57:1

Long-Term Debt to Equity                        1.50:1            1.59:1

</TABLE>


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<PAGE>   9
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------

         The following table presents, as a percentage of net sales, certain
selected financial data for the Company for the periods indicated:

<TABLE>
<CAPTION>

                                              (Unaudited)
                                          Three Months Ended
                                             December 31,    
                                    --------------------------
                                      1998                1997
                                      ----                ----
<S>                                  <C>                <C>       
Net Sales                            100.00%            100.00%
Cost of Sales                         82.17              81.49
                                    -------            -------
Gross Profit                          17.83              18.51

Selling, General &
Administrative Expenses               12.69              13.88
                                    -------            -------

Operating Income                       5.14               4.63

Other Expenses                       ( 2.01)             (2.46)
                                    -------            -------

Income Before Income Taxes             3.13               2.17

Provision for Income Taxes             1.06                .74
                                    -------            -------

Net Income                             2.07%              1.43%
                                    =======            =======
</TABLE>



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<PAGE>   10
                            MCCLAIN INDUSTRIES, INC.
                            ------------------------


                 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 ----------------------------------------------



Net sales increased 14.95% to $27.2 million for the quarter ended December 31,
1998 (Quarter 1998) from $23.6 million for the quarter ended December 31, 1997
(Quarter 1997). The increase in sales is attributable primarily to strong sales
in the McClain E-Z Pack product line and the company's truck program.
Cost of sales as a percentage of net sales increased to 82.17% for the Quarter
1998 from 81.49% for the Quarter 1997. Selling, General and Administrative
expenses decreased to 12.69% of net sales for the Quarter 1998 as a result of
the increased sales volume and the restructing of certain administrative
processes.




          The Company had working capital of $41.8 million at December 31, 1998
compared to $41.9 million at September 30, 1998. The ratio of current assets to
current liabilities was 2.75 to 1 at December 31, 1998 compared to 2.57 to 1 at
September 30, 1998. The Company's cash and cash equivalents totaled $.72 million
at December 31, 1998. Cash flows from operations were $.7 million for the
quarter ended December 31, 1998, primarily as a result of increased receivable
collections.




          The Company uses computer hardware and financial and manufacturing 
software that it purchased from third party suppliers.  Such suppliers have 
confirmed to the Company that such products are Year 2000 compliant.  
Consequently, the Company does not expect to incur any significant costs to 
become Year 2000 compliant.  The Company has no information concerning the Year 
2000 compliance status of its suppliers or customers.  If any of the Company's 
significant suppliers or customers does not successfully and timely become Year 
2000 compliant, the Company's business or operations could be adversely
affected.  The Company has not yet generated any disaster contingency plans 
related to the Year 2000 compliance issue.






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<PAGE>   11
                                   SIGNATURES
                                   ----------





     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorizd.









                                      McCLAIN INDUSTRIES, INC.



Date:    FEBRUARY 8, 1999          By:   /s/ Kenneth D. McClain 
      -----------------------           ------------------------
                                   Kenneth D. McClain, President




Date:    FEBRUARY 8, 1999           By:  /s/ Mark S. Mikelait     
      ------------------------          --------------------------
                                    Mark S. Mikelait, Treasurer








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<PAGE>   12
                                 Exhibit Index
                                 -------------


Exhibit No.                    Description
-----------                    -----------
   27                          Financial Data Schedule