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 quarter ended January 31, 1999
    Commission File Number: 0-5105




                 MILASTAR CORPORATION
(Exact name of registrant as specified in its charter)



    DELAWARE  (State or other jurisdiction of 
    incorporation or organization)
    13-2636669  (I.R.S. Employer Identification No.)
    
    No. 9 Via Parigi, Palm Beach, Florida
    (Address of principal executive offices)
    
    33480
    (Zip code)

    
Registrant's telephone number, including area code (561) 655-
9590


                    Not Applicable
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          

At January 31, 1999, 2,738,264 shares of common stock of the
Registrant were issued and outstanding. 






                   MILASTAR CORPORATION AND SUBSIDIARIES



                        PART I

Item 1.  Financial Statements
    
    The condensed financial statements included herein have been
prepared by Milastar Corporation (the "Company") without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures
are adequate to make the information presented not misleading. 
It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes
thereto included in the Company's annual report on Form 10-K
for the fiscal year ended April 30, 1998.

    The condensed financial statements included herein, which are
unaudited, include, in the opinion of management, all
adjustments (consisting only of normal recurring accruals)
necessary to present fairly the financial position and results
of operations of the Company for the periods presented.



<TABLE>
<CAPTION>
              MILASTAR CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS

                              ASSETS
                                                    January 31,    April 30,  
                                                      1999           1998 
Current assets:                              <C>             <C>    
Cash and cash equivalents. . . . . . . .            46,000         164,000
Accounts receivable:
 Trade, less allowance for doubtful 
 accounts of $41,000 (January 31, 1999)
 and $50,000 (April 30, 1998). . . . . .          1,193,000       1,311,000
 Other . . . . . . . . . . . . . . . . .             13,000          37,000
Inventory. . . . . . . . . . . . . . . .            190,000         153,000
Prepaid expenses and other . . . . . . .            168,000         139,000

    Total current assets . . . . . . . .          1,610,000       1,804,000

Property, plant and equipment:
 Land. . . . . . . . . . . . . . . . . .            420,000         420,000
 Buildings and improvements. . . . . . .          1,954,000       1,868,000
 Deposits on Equipment . . . . . . . . .                            279,000
 Equipment . . . . . . . . . . . . . . .          9,018,000       7,645,000
                                                 11,392,000      10,212,000
  Less accumulated depreciation. . . . .         (4,145,000)     (3,475,000)
                                                  7,247,000       6,737,000
Other assets:
 Non-compete agreements. . . . . . . . .            369,000         481,000

    Total assets . . . . . . . . . . . .          9,226,000       9,022,000
</TABLE>

<TABLE>
<CAPTION>

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:                         <C>             <C>
Notes payable to stockholders. . . . . .            90,000          100,000
Current maturities of long-term debt . .            713,000         774,000
Accounts payable . . . . . . . . . . . .            407,000         321,000
Income taxes payable . . . . . . . . . .            119,000         119,000
Accrued payroll and benefits . . . . . .            270,000         243,000
Accrued real estate taxes. . . . . . . .             88,000          86,000
Other accrued liabilities. . . . . . . .            175,000         195,000

    Total current liabilities. . . . . .          1,862,000       1,838,000

Long-term debt, 
 less current maturities . . . . . . . .          3,010,000       3,172,000

    Total liabilities. . . . . . . . . .          4,872,000       5,010,000

Stockholders' equity:
Preferred stock, $1.00 par value; 
 authorized 5,000,000 shares, none 
 issued. . . . . . . . . . . . . . . . . 
Common stock,  $.05 par value; 
 Authorized 7,500,000 shares, issued 
 and outstanding 2,728,264 shares at
 January 31, 1999 and April 30, 1998. . . .         137,000         137,000 
Note receivable from officer . . . . . .            (20,000)        (20,000)
Additional paid-in capital . . . . . . .          1,666,000       1,666,000 
Retained earnings. . . . . . . . . . . .          2,571,000       2,229,000 

   Total stockholders' equity. . . . . .          4,354,000       4,012,000 
    
   Total liabilities and 
    stockholders' equity . . . . . . . .          9,226,000       9,022,000 
</TABLE>

<TABLE>
<CAPTION>
                   MILASTAR CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)


                                             Three Months Ended         Nine Months Ended
                                                 January 31,               January 31,
                                             1999          1998        1999          1998        
 
                                         <C>          <C>          <C>          <C>   
   Net Sales . . . . . . . . . . . . . .   2,040,000    1,689,000    6,783,000    6,054,000
   Cost of Sales . . . . . . . . . . . .   1,459,000    1,279,000    4,748,000    4,234,000

   Gross margin. . . . . . . . . . . . .     581,000      410,000    2,035,000    1,820,000
   Selling general and administrative 
    expenses . . . . . . . . . . . . . .     472,000      370,000    1,399,000    1,321,000
   Amortization of non-compete 
    agreements . . . . . . . . . . . . .      22,000        6,000       66,000       18,000

   Operating income. . . . . . . . . . .      87,000       34,000      570,000      481,000  

   Other income (expense):
    Dividend and interest income . . . .       1,000        6,000        6,000       11,000
    Interest expense . . . . . . . . . .     (86,000)     (36,000)    (262,000)    (107,000)
    Other            . . . . . . . . . .       4,000                    35,000 
   Total other income (expense). . . . .     (81,000)     (30,000)    (221,000)     (96,000)
 
   Income before income taxes . . . . .        6,000        4,000      342,000      378,000
   Provision for income taxes.  . . . .        2,000        2,000        7,000        7,000

   Net income        . . . . . . . . . .       4,000        2,000      342,000      378,000

   Net income per common share-basic . .         .00          .00          .12          .14  

   Net income per common share-diluted .         .00          .00          .12          .13  
</TABLE>

<TABLE>
<CAPTION>
              MILASTAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CASH FLOWS
                  Nine Months Ended January 31,
                           (Unaudited)

                                                          
                                                        1999           1998
                                                  <C>            <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income       . . . . . . . . . . . . . . . .     342,000        378,000
  Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization . . . . . . . . .     736,000        525,000
  
  Changes in operating assets and liabilities:
   Accounts receivable . . . . . . . . . . . . . .     142,000        261,000
   Inventory . . . . . . . . . . . . . . . . . . .     (37,000)        49,000 
   Prepaid supplies and other assets . . . . . . .     (29,000)         2,000 
   Accounts payable and accrued expenses . . . . .      95,000       (245,000)

  Net cash provided by operating activities. . . .   1,249,000        970,000 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment . . .  (1,180,000)      (541,000)

  Net cash used in investing activities. . . . . .  (1,180,000)      (541,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt . . . .      485,000       155,000 
  Principal payments on long-term debt . . . . . .     (672,000)     (201,000)

  Net cash provided by financing activities. . . .     (187,000)      (46,000)

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS . . . . . . . . . . . . . . . . . .     (118,000)      383,000  
CASH AND CASH EQUIVALENTS BALANCE AT BEGINNING
   OF YEAR . . . . . . . . . . . . . . . . . . . .      164,000        71,000 
CASH AND CASH EQUIVALENTS BALANCE AT END OF
   THE THIRD QUARTER . . . . . . . . . . . . . . .       46,000       454,000 

Supplemental disclosures of cash flow information:
  Cash paid during the first three quarters for:
    Interest. . . . . . . . . . . . . . . . . .         262,000       105,000 

    Income taxes. . . . . . . . . . . . . . . .           7,000         7,000
</TABLE>
 
        MILASTAR CORPORATION AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Nature of business  Milastar Corporation ("Milastar" and
sometimes the "Company") sells special metallurgical services
to a diversified list of manufacturers primarily located in the
greater Midwest and New England regions. The menu of special
processing services performed include metallurgical
engineering, heat treating, brazing and surface finishing.  The
Company extends credit to many of its customers. 

  Principles of consolidation The consolidated financial
statements include the accounts of the Company and its wholly
owned subsidiary, Flame Metals Processing Corporation ("Flame
Metals") and Flame Metals' wholly owned subsidiary New England
Metal Treating Corporation ("New England Metals").  In
consolidation, all significant intercompany accounts and
transactions are eliminated.

  Cash and cash equivalents The Company considers cash
equivalents to include all investments purchased with an
original maturity of 90 days or less.

  Marketable securities The Company accounts for marketable
securities under the provisions of Statement of Accounting
Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities (Statement 115).  Under Statement 115,
the Company classifies its debt and equity securities in one of
three categories: trading, available-for-sale, or held-to-
maturity.  Trading securities are bought and held principally
for the purpose of selling them in the near term.  Held-to-
maturity securities are those securities in which the Company
has the ability and intent to hold the security until maturity. 
All other securities not included in trading or held-to-
maturity are classified as available-for-sale.  Trading and
available-for-sale securities are recorded at fair value. 
Held-to-maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums of
discounts.  Unrealized holding gains and losses on trading
securities are included in earnings.  Unrealized holding gains
and losses on available-for-sale securities are excluded from
earnings and are reported as a separate component of
stockholders' equity until realized.  Transfers of securities
between categories are recorded at fair value at the date of
transfer.  A decline in the market value of any available-for-
sale or held-to-maturity security below cost that is deemed
other than temporary is charged to earnings resulting in the
establishment of a new cost basis for the security.

  Inventory Inventory is valued at the lower of cost or market
utilizing costing methods that approximate the First-In-First-
Out (FIFO) method.

  Prepaid supplies Prepaid supplies are expensed as used.

  Property, plant and equipment Property, plant and equipment are
carried at cost.  Depreciation is computed using the
straight-line method.  When assets are retired or otherwise
disposed of, the cost and related depreciation are removed from
the accounts, and any gain or loss is reflected in income for
the period.  The cost of maintenance and repairs is charged to
income as incurred, whereas significant renewals and
betterments are capitalized and deductions are made for
retirements resulting from the renewals or betterments.

  The estimated useful lives of the fixed assets are as follows:

           Buildings     35 to 40 years
  
           Equipment     5 to 12 years
  
           Vehicles      3 to 5 years
  

  Other assets At January 31, 1999, other assets is comprised of
one five-year non-compete agreement which is being amortized
over 60 months using the straight-line method.  At April 30,
1998, other assets were comprised one four-year non-compete
agreement which was being amortized over 48 using the straight-
line method and one five-year non-compete agreement which was
being amortized over 60 months using the straight-line method.

  Income taxes  The Company accounts for income taxes under
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (Statement 109).  Statement 109 requires the use of the
asset and liability method of accounting for income taxes. 
Under the asset and liability method of Statement 109, deferred
tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are
expected to be recovered or settled.  Under Statement 109, the
effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes
the enactment date.

  Accounting estimates   The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could
differ from those estimates.

  Fair value of financial instruments   The Company's financial
instruments are recorded on its balance sheet.  The carrying
amount for cash, accounts receivable, accounts payable, and
accrued expenses approximates fair value due to the immediate
or short-term maturity of these financial instruments.  The
fair value of notes receivable and notes payable approximate
their carrying value.

  Impairment of long-lived assets and long-lived assets to be
disposed of   The Company adopted the provisions of SFAS No.
121, Accounting for the Impairment of Long-lived Assets and the
Long-lived Assets to be Disposed Of (SFAS No. 121), on May 1,
1996.  SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.  Recoverability of
assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to
be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the
fair value of the assets.  Assets to be disposed of are
reported at the lower of the carrying amount or fair value less
costs to sell.

  Stock-based compensation   The Company adopted, on May 1, 1996,
SFAS No. 123, Accounting for Stock-Based Compensation, which
permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards. 
Alternatively, SFAS No. 123 allows entities to continue to
apply the provisions of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and provide certain pro forma
information.  APB Opinion No. 25 requires that compensation
expense be recorded on the date of grant only if the current
market price of the underlying stock exceeds the exercise
price.  The Company has elected to continue to apply the
provisions of  APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.

  Earnings per share   In February 1997, the Financial Accounting
Standards Board issued SFAS No. 128, Earnings Per Share, which
simplifies the standards for computing earnings per share. 
SFAS No. 128 replaces the presentation of primary earnings per
share with a presentation of basic earnings per share, which
excludes dilution.  SFAS No. 128 also requires dual
presentation of basic and diluted earnings per share on the
face of the income statement for all entities with complex
capital structures, and requires a reconciliation.  Diluted
earnings per share is computed similarly to fully diluted
earnings per share pursuant to APB No. 15.  SFAS No. 128 was
required for financial statements issued for periods ended
after December 15, 1997, including interim periods; earlier
application was not permitted.  The Company adopted SFAS No.
128 during the fiscal year ended April 30, 1998.  SFAS No. 128
requires restatement of all prior-period earnings-per-share
data presented.




2    RELATED PARTY TRANSACTIONS

     Notes Receivable

     In fiscal 1993, with the encouragement of the Company,
Michael McGurk, President, Chief Operating Officer and a
director of the Company bought 15,000 shares of Milastar Class
A Common Stock and entered into a note agreement with the
Company to finance this purchase.  The note of $20,000 is dated
August 15, 1992 and bears interest at 50 basis points over NYC
Prime adjustable upward or downward at the end of each six-
month period, which interest rate is subject to an 8% "cap"
during the life of the loan.  Interest on the principal is payable
each year on the anniversary date of the note.  The principal
portion of the note that was originally due on August 15, 1995
has been extended until August 15, 1999.  The Company is
holding Mr. McGurk's 15,000 shares of Milastar Class A
Common Stock as collateral for the note. Total interest income
related to this note for both fiscal quarters ended January 31,
1999 and 1998 was $600.

     Notes Payable

     During fiscal 1995 the Company entered into a series of
note payable transactions which at January 31, 1999 and April
30, 1998 had a balance of $0, including accrued interest, payable
to J. Russell Duncan, Chairman of the Board and a director of the
Company.  The notes bore an interest rate of 8% and were
payable on demand.  The Company classified the notes payable as
a current liability.  Total interest expense related to this note
payable for the fiscal quarters ended January 31, 1999 and 1998
was $0 and $1,500, respectively.

     During fiscal 1996 the Company entered into a $100,000
note, which at January 31, 1999 had a balance of $90,000,
payable to L. Michael McGurk, President, Chief Operating
Officer and a director of the Company.  The note bears an
interest rate of 8.7% and is payable on demand.  The Company
classifies the note payable as a current liability.  Total interest
expense related to this note payable for the fiscal quarters ended
January 31, 1999 and 1998 was $2,100 and $2,100, respectively.

3     INCOME TAXES

     The Company has provided for current income taxes on
earnings at the appropriate statutory state and federal rates
applicable to such earnings, and any deviation is solely the result
of book/tax differences arising mainly from the recognition of tax
depreciation expense.

                       
4    INCOME PER COMMON SHARE

     The following table presents a reconciliation of the
denominators used in the computation of net income per common
share - basic and net income per common share - diluted for the
quarters ended January 31, 1999 and 1997:

                                                Three Months Ended
                                                   January  31,
                                                   1998      1998
     
Weighted shares of Class 
A Stock outstanding - basic                    2,738,264   2,738,264
        
Weighted shares of Class A Stock assumed
  upon exercise of stock options                104,736     170,460
     
Weighted shares of Class A Stock
  outstanding - diluted                        2,843,000   2,908,724
     





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

Results of Operations

     Three Months Ended January 31, 1999 as Compared with
the Three Months Ended January 31, 1998.  The Company
recorded sales of $2,040,000 during the third quarter of fiscal
year 1999 as compared with $1,689,000 for the same period last
year, a $351,000 (21%) increase.  The sales increase was
primarily attributable to additional production capacity as a result
of the March 1998 acquisition of the Rogers, Minnesota
production plant. 

     Cost of sales of $1,459,000 (72% of net sales) during the
third quarter of fiscal year 1999 increased $180,000 (14%) from
$1,279,000 (76% of net sales) for the same period a year earlier. 
The dollar value increase is the result of additional costs
associated with the operation of the Rogers, Minnesota plant. 
Gross margin increased to $581,000 as compared with $410,000
for the prior year third quarter.

     Selling, general and administrative (SG&A) expenses of
$472,000 (23% of net sales) increased $102,000 (28%) from
$370,000 (22% of net sales) for the same period a year earlier. 
The increase in SG&A expenses is primarily attributable to
additional costs associated with the Rogers, Minnesota plant. 
Management's goal is to reduce or hold constant SG&A expenses
while increasing sales.

     The Company recorded operating income of $87,000 in
the third quarter of fiscal 1999 as compared with operating
income of $34,000 recorded in the prior year third quarter.  The
increase in operating income in the third quarter of fiscal year
1999 is primarily attributable to higher sales at the Rogers,
Minnesota plant.   

     Total other expense amounted to $81,000 in the third
quarter of fiscal 1999 as compared with other expense of $30,000
in the third quarter of last year.  Other expense in both third
quarters was primarily due to interest expense.
The Company recorded net income of $4,000 in the third quarter
of fiscal 1999 as compared with net income of $2,000 in the prior
year third quarter.

     Nine Months Ended January 31, 1999 Compared to Nine
Months Ended January 31, 1998.  The Company recorded sales
of $6,783,000 during the first three quarters of fiscal 1999 as
compared to $6,054,000 for the same period last year, a
$729,000 (12%) increase.  The sales increase was primarily
attributable to additional production capacity as a result of the
March 1998 acquisition of the Rogers, Minnesota production
plant.

     Cost of sales of $4,748,000 (70% of net sales) increased
$514,000 (12%) from $4,234,000 (70% of net sales) for the same
period a year earlier.  The increase is the result of additional
costs associated with the operation of the Rogers, Minnesota
plant.  Gross margin increased to $2,035,000 compared to
$1,820,000 in the prior year first three quarters.

     Selling, general and administrative expenses of
$1,399,000 in the first three quarters of fiscal 1999 (21% of net
sales) increased $78,000 (6%) from $1,321,000 (22% of net
sales) recorded during the first three quarters of fiscal 1998.  The
increase is primarily due to additional costs associated with the
Rogers, Minnesota plant.

     The Company recorded operating income of $570,000 in
the first three quarters of fiscal 1999 as compared to operating
income of $481,000 recorded in the same period last year. 
Higher operating income was primarily caused by higher sales
revenues.

     Total other expense amounted to $221,000 in the first
three quarters of fiscal 1999 compared to other expense of
$96,000 in the same period last year.  The increase was primarily
due to higher interest expense off-set by a $31,000 favorable
adjustment related to the valuation of a non-compete agreement.

     The Company recorded a net income in the first three
quarters of fiscal 1999 of $342,000 compared to net income of
$378,000 in the first three quarters of the prior year.  The
decrease in net income is primarily due to increased interest
expense.

Liquidity and Capital Resources

     At January 31, 1999, the Company had negative working
capital of $252,000 compared with $34,000 of negative working
capital at April 30, 1998 and the ratio of current assets to current
liabilities was 0.9 to 1.0 at January 31, 1999 and 1.0 to 1.0 April
30, 1998.  Cash and current receivables represented 78% (84% at
April 30, 1998) and 14% (17% at April 30, 1998) of total current
assets and total assets, respectively.  During the first three
quarters of fiscal 1999, net cash provided by operating activities
amounted to $1,249,000 compared to $970,000 provided by
operating activities in the first three quarters of fiscal 1998. 
Working capital requirements for the first three quarters of fiscal
1999 were funded primarily from available cash, cash generated
from operations and issuance of debt.




                   PART II

Items 1 thru 5

     No response to these items is furnished, since in each case
     the appropriate response would be either not applicable or
     none.

Item 6.   Exhibits and Reports on Form 8-K

   (a)    Exhibits:  None

   (b)    Reports on Form 8-K:  None
     
     
    MILASTAR CORPORATION AND SUBSIDIARIES
                       





                S I G N A T U R E


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this interim report to be signed on
its behalf by the undersigned, there unto duly authorized.


     MILASTAR CORPORATION



      /s/ J. RUSSELL DUNCAN
     J. Russell Duncan
     Chairman of the Board and Chief Executive Officer

     Dated: March 10, 1999