SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(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

                                       OR

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

               For the transition period from ________to________.

                           Commission File No. 0-22049

                                 S.W. LAM, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                        62-1563911
---------------------------------               --------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

             Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre
                       Man Lok Street, Hunghom, Hong Kong
             --------------------------------------------------------
                    (Address of principal executive offices)

                                 (852) 2766 3688
               --------------------------------------------------
              (Registrant's telephone number, including area code)


               -------------------------------------------------- 
              (Former name, former address and formal fiscal year,
                         if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 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 December  31, 1998,  12,800,000  shares of Common Stock of the issuer
were outstanding.

<PAGE>


                         S.W. LAM, INC. AND SUBSIDIARIES

                                      INDEX



                                                                          Page
                                                                         Number
                                                                         ------

PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Consolidated Balance Sheets - December 31, 1998 
             and March 31, 1998.........................................    1

             Consolidated Statements of Operations - For the 
             three months and nine months ended December 31, 1998 
             and 1997...................................................    2

             Consolidated Statements of Cash Flows - For the nine 
             months ended December 31, 1998 and 1997....................    3

             Notes to Consolidated Financial Statements.................    4

    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations..................................    5

PART II - OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K...........................    9

SIGNATURES..............................................................   10

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                         S.W. LAM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    (US$,000)
                                   (Unaudited)

                                                         March 31,  December 31,
ASSETS                                                     1998        1998  
                                                         ---------  ------------
Current assets:
  Cash and cash equivalents                              $ 2,094     $ 5,869
  Accounts receivable, net                                10,248      17,360
  Inventory                                               13,077      14,839
  Prepayments and other current assets                       395         658
                                                         -------     -------
     Total current assets                                 25,814      38,726

Property, plant and equipment, and capital leases, net    19,853      20,729
                                                         -------     -------
     Total assets                                        $45,667     $59,455
                                                         =======     =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                             $ 5,618    $ 12,462
  Long-term bank loans, current portion                      293         489
  Capital lease obligations, current portion               1,106       1,237
  Accounts payable                                         2,880       3,002
  Accrued liabilities                                      4,880       5,077
  Convertible short term loan                             10,000           0
  Income tax payable                                       1,173       2,422
  Due to director                                          1,034         259
                                                         -------     -------
     Total current liabilities                            26,984      24,948

Long-term bank loans, non-current portion                  1,189       1,014
Capital lease obligations, non current portion             1,933       1,292
Deferred taxation                                          1,283       1,283
                                                         -------     -------
      Total liabilities                                   31,389      28,537
                                                         -------     -------
Stockholders' Equity:
  Preferred stock                                              0           0
  Common stock                                                13          13
  Additional paid-in capital                                 511         511
  Minority interest                                            0      10,000
  Retained earnings                                       13,628      20,245
  Cumulative translation adjustments                         126         149
                                                         -------     -------
     Total stockholders' equity                           14,278      30,918
                                                         -------     -------
     Total liabilities and stockholders' equity          $45,667     $59,455
                                                         =======     =======

    The accompanying notes are an integral part of these financial statements


                                       1
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (US$,000, except per share data)
                                   (Unaudited)

<TABLE>

                                          Three Months Ended               Nine Months Ended
                                             December 31,                     December 31,
                                         --------------------             -------------------  
                                         1997            1998             1997           1998
                                         ----            ----             ----           ----
<S>                                     <C>             <C>              <C>            <C>    

Revenues:
  Net sales                           $ 16,812        $ 27,487         $ 43,271      $ 58,950
  Subcontracting fees                      895             844            3,822         2,040
                                       -------         -------          -------       -------
        Total revenues                  17,707          28,331           47,093        60,990

Cost of sales and services             (13,833)        (21,375)         (36,142)      (45,730)
                                       -------         -------          -------       -------
        Gross profit                     3,874           6,956           10,951        15,260

Selling, general and
 administrative expenses                (1,591)         (2,252)          (4,750)       (6,440)
                                       -------         -------          -------       -------
        Operating income                 2,283           4,704            6,201         8,820
                                       -------         -------          -------       -------
Other income (expense), net:
  Interest expenses                       (833)           (403)          (1,574)       (1,118)
  Interest income                           22             134               94           309
  Other income (expense)                    16             (51)              99          (129)
                                       -------         -------          -------       -------
        Total other income
          (expense), net                  (795)           (320)          (1,381)         (938)
                                       -------         -------          -------       -------
Income before income taxes               1,488           4,384            4,820         7,882

Provision for income taxes                (306)           (702)            (582)       (1,265)
                                       -------         -------          -------       -------
Net income                             $ 1,182         $ 3,682          $ 4,238       $ 6,617
                                       =======         =======          =======       =======
Basic income per share                 $  0.09         $  0.29          $  0.33       $  0.52
                                       =======         =======          =======       =======
Weighted average shares
 outstanding                        12,800,000      12,800,000       12,800,000    12,800,000
                                    ==========      ==========       ==========    ==========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       2
<PAGE>


                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (US$,000)
                                   (Unaudited)

<TABLE>
                                                                    Nine Months Ended December 31,
                                                                    ------------------------------
                                                                      1997                  1998   
                                                                     ------                ------
<S>                                                                 <C>                   <C>    

Cash flows from operating activities:
Net income                                                           4,238                 6,617
Adjustments to reconcile net income to net cash
    provided by operating activities -
    Depreciation of property, plant and equipment                    1,764                 3,394
(Increase) Decrease in operating assets -
    Accounts receivable, net                                        (5,364)               (7,112)
    Inventories                                                     (3,437)               (1,762)
    Prepayments and other current assets                            (1,682)                 (263)
    Due from a director                                               (226)                 (775)
(Decrease) Increase in operating liabilities -
     Accounts payable                                                2,946                   122
     Deposits from customers                                        (1,091)                    -
     Accrued liabilities                                                89                   197
     Income taxes payable                                              582                 1,249
                                                                    -------               ------
     Net cash provided by operating activities                      (2,181)                1,667
                                                                    -------               ------
Cash flows from investing activities:
Additions to property, plant and equipment                          (8,977)               (4,270)
                                                                    -------               -------
      Net cash used in investing activities                         (8,977)               (4,270)
                                                                    -------               -------
Cash flows from financing activities:
Net proceeds from issuance of preference share by a subsidiary           -                10,000
Net increase in short-term bank borrowings                           3,294                 6,844
Net (decrease) increase in convertible short-term loan              10,000               (10,000)
Additions of capital lease obligations                                  92                 2,495
Repayment of capital element of capital lease obligations             (293)               (3,005)
Additions of long-term bank loans                                      388                   258
Repayment of long-term bank loans                                     (233)                 (237)
                                                                    -------               -------
       Net cash provided by financing activities                    13,248                 6,355
                                                                    -------               -------
Effect of exchange rate changes in cash                                  3                    23
                                                                    -------               -------
Net increase in cash                                                 2,093                 3,775
Cash and cash equivalents, as of beginning of period                    94                 2,094
                                                                    -------               -------
Cash and cash equivalents, as of end of period                     $ 2,187               $ 5,869
                                                                    =======               =======
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       3
<PAGE>


                         S.W. LAM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                December 31, 1998

1.   INTERIM PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements  for  reporting  on Form 10-Q.  These  statements  include the
     accounts of S.W. Lam,  Inc. and all of its wholly owned and majority  owned
     subsidiary  companies.  The March 31, 1998  balance  sheet data was derived
     from  audited  financial  statements  but does not include all  disclosures
     required by generally accepted accounting principles. The interim financial
     statements  and  notes  thereto  should  be read in  conjunction  with  the
     financial  statements and notes included in the Company's Form 10-K for the
     year ended  March 31,  1998.  In the  opinion of  management,  the  interim
     financial  statements  reflect all adjustments of a normal recurring nature
     necessary  for a fair  statement  of the results  for the  interim  periods
     presented.  The current period  results of operations  are not  necessarily
     indicative of results which  ultimately  will be reported for the full year
     ending March 31, 1999.

2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

     The translation of the financial  statements of group companies into United
     States  Dollars is  performed  for balance  sheet  accounts  using  closing
     exchange  rates in effect at the  balance  sheet date and for  revenue  and
     expense accounts using average exchange rate during each reporting  period.
     The gains or losses resulting from translation are included in shareholders
     equity separately as cumulative translation adjustments.


                                       4
<PAGE>

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

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange
Act of 1934.  Statements  contained  herein which are not  historical  facts are
forward-looking  statements that involve risks and uncertainties.  All phases of
the Company's  operations  are subject to a number of  uncertainties,  risks and
other influences.  Therefore,  the actual results of the future events described
in such  forward-looking  statements  in this Form 10-Q could differ  materially
from those stated in such  forward-looking  statements.  Among the factors which
could  cause  the  actual  results  to  differ  materially  are  the  risks  and
uncertainties described both in this Form 10-Q and the risks,  uncertainties and
other factors set forth from time to time in the Company's other public reports,
filings and public  statements.  Many of these factors are beyond the control of
the Company,  any of which, or a combination of which,  could materially  affect
the  results  of  the  Company's  operations  and  whether  the  forward-looking
statements made by the company ultimately prove to be accurate.

Results Of Operations

     The following table sets forth,  for the periods  indicated,  certain items
from the  Consolidated  Statements  of  Operations  expressed as a percentage of
total revenues.

                                Quarter Ended              Nine Months Ended
                                 December 31,                 December 31,      
                             ---------------------        --------------------
                             1997             1998        1997            1998
                             ----             ----        ----            ----

Net sales                    94.9 %           97.0 %     91.9 %           96.7 %
Subcontracting fees           5.1              3.0        8.1              3.3
 Total revenues             100.0            100.0      100.0            100.0
Cost of sales                78.1             75.4       76.7             75.0
Gross profit                 21.9             24.6       23.3             25.0
Operating expenses            9.0              8.0       10.1             10.6
Income from operations       12.9             16.6       13.2             14.4
Other income (expense), net  (4.5)            (1.1)      (2.9)            (1.5)
Income before income taxes    8.4             15.5       10.2             12.9
Income taxes                  1.7              2.5        1.2              2.1
Net income                    6.7             13.0        9.0             10.8

Quarter Ended December 31, 1998 Compared to Quarter Ended December 31, 1997

     Revenues and Gross Profit.  Total revenues increased $10.6 million, or 60%,
to $28.3 million for the quarter ended  December 31, 1998 from $17.7 million for
the quarter ended December 31, 1997.  Sales of Company products were up 63.5% to
$27.5 million  during the current  period  compared to $16.8 million  during the
same period in the prior fiscal year.  Subcontracting  fees decreased by 5.7% to
$0.8 million in the current  period from $0.9 million  during the same period in
the prior fiscal year.


                                       5
<PAGE>


     The  increase  in  sales  for the  quarter  ended  December  31,  1998  was
attributable  to  the  introduction  of new  products  and  increased  marketing
efforts.  Net sales for the quarter ended December 31, 1998 increased 77.8% from
the prior fiscal quarter level and year-over-year  sales growth increased during
the quarter  ended  December 31, 1998 to 63.5% from 9.6% during the prior fiscal
quarter.  The  increase in net sales and growth  rate during the latest  quarter
when  compared to the prior  quarter was  attributable  to  increased  marketing
efforts and seasonal strength experienced by the Company during its peak selling
season from October through March. The decrease in  subcontracting  fees for the
quarter was  attributable to increased  concentration  on the  manufacturing  of
products  designed  by the  Group  as  opposed  to  products  manufactured  on a
subcontract basis in order to raise the Group's brand name recognition.

     Geographically, within Southeast Asia (including Hong Kong and the PRC) the
Company's  sales  increased  21.8% to $12.3  million  during the  quarter  ended
December 31, 1998 from $10.1  million  during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 44.7% of total  sales  during the
quarter  as  compared  to 60% during the same  period in the prior  year.  Sales
within the region were  adversely  impacted by continuing  economic  weakness in
Southeast  Asia  during the  period,  which  weakness  was  offset by  increased
marketing  efforts.  Sales in Hong  Kong  declined  approximately  12.7% to $2.5
million for the quarter ended December,  31, 1998 from $2.9 million for the same
period of the prior  year.  Sales in the PRC were up during  the  quarter  ended
December  31,  1998 due to stable  economic  conditions  relative to the region,
increasing  approximately  62.9% to $6.3 million for the quarter ended  December
31,  1998 from $3.9  million  in the same  period  of the prior  year.  Sales in
Southeast  Asia (not  including  Hong Kong and the PRC) during the quarter ended
December 31, 1998 were also up due to increases in orders by existing customers,
increasing  3.9% to $3.5  million for the quarter  ended  December 31, 1998 from
$3.4 million in the same period of the prior year.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced  a 126% increase in sales with these sales  accounting  for
55.3% of total sales in the quarter  ended  December 31, 1998 as compared to 40%
of total  sales in the same  period of the prior  year.  The  increase  in sales
outside of Asia was driven by  increased  marketing  efforts and strong  product
demand which accompanied strong economic  conditions in those regions.  Sales in
Europe  increased  approximately  317% to $6.3  million  for the  quarter  ended
December 31, 1998 from $1.5 million in the same period of the prior year.  Sales
in the  Middle  East  were up  during  the  quarter  ended  December  31,  1998,
increasing  approximately  19.9% to $3  million  from $2.5  million  in the same
period of the prior year.  Sales in the United  States  increased  approximately
118% to $5.9  million  during the  quarter  ended  December  31,  1998 from $2.7
million in the same period of the prior year.

     Gross  profits  increased by 79.6% to $7 million  during the quarter  ended
December 31, 1998 from $3.9  million  during the same period in the prior fiscal
year.  Gross margins  increased from 21.9% of revenues  during the quarter ended
December 31, 1997 to 24.6%  during the quarter  ended  December  31,  1998.  The
increase in gross profits was  principally  attributable  to the increase in net
sales. The increase in gross profit percentage during the quarter ended December
31, 1998 was primarily  attributable  to cost control  measures  implemented  by
management.


                                       6
<PAGE>

     Operating  Expenses.  Operating  expenses  totaled $2.3 million  during the
quarter  ended  December 31, 1998, up 41.5%,  from $1.6 million  during the same
period in the prior fiscal year.  The  principal  components  of the increase in
operating  expenses  during the quarter were marketing  expenses,  depreciation,
salary and wages to support planned sales growth.

     Other Expense, Net. Other expenses,  net of other income,  decreased during
the quarter ended December 31, 1998 to $320,000 from $795,000 in the same period
during the prior  year.  The  decrease  in net other  expenses  was  principally
attributable  to (1) an increase in interest  income of $112,000  which resulted
from an increase in cash  generated by operations and (2) a decrease in interest
expense  during the period of $430,000  which  resulted  from the  maturity of a
convertible loan on March 19, 1998.

     Income  Taxes.  Income  taxes  increased  by 129.4% to $702,000  during the
quarter  ended  December  31, 1998 from  $306,000  during the same period in the
prior  year.  The  increase  in income  taxes  during the  period was  primarily
attributable  to increased  income  during the period and provision for a higher
effective tax rate for the current period in Hong Kong pending the resolution of
the Company' offshore claims with respect to prior periods.

Nine Months Ended  December 31, 1998 Compared to Nine Months Ended  December 31,
1997

     For the nine months ended December 31, 1998, total revenues increased $13.9
million, or 29.5%, to $61 million as compared to total revenues of $47.1 million
during the nine months ended December 31, 1997.  Sales of Company  products were
up 36.2% to $58.9  million  during  the nine  months  ended  December  31,  1998
compared  to $43.3  million  during the nine months  ended  December  31,  1997.
Subcontracting  fees  decreased  by 46.6% to $2 million  during the nine  months
ended  December 31, 1998  compared to $3.8 million  during the nine months ended
December 31, 1997.

     The  increase  in sales for the nine  months  ended  December  31, 1998 was
attributable  to  the  introduction  of new  products  and  increased  marketing
efforts.  The decrease in subcontracting fees for the period was attributable to
increased  concentration on the  manufacturing of products designed by the Group
as opposed to products manufactured on a subcontract basis in order to raise the
Group's brand name recognition.

     Geographically, within Southeast Asia (including Hong Kong and the PRC) the
Company'  sales  increased  6.7% to $27.7 million  during the nine months ended
December  31,  1998 from $26  million  during the same period in the prior year.
Sales within  Southeast  Asia accounted for 47% of total sales during the period
as compared to 59.9% during the same period in the prior year.  Sales within the
region were adversely impacted by continuing economic weakness in Southeast Asia
during the period,  which  weakness was offset by increased  marketing  efforts.
Sales in Hong  Kong  declined  approximately  31.9% to $5  million  for the nine
months  ended  December,  31, 1998 from $7.4  million for the same period of the
prior year.  Sales in the PRC were up during the nine months ended  December 31,
1998 due to  stable  economic  conditions  relative  to the  region,  increasing
approximately 39.2% to $13.9 million for the nine months ended December 31, 1998
from $10 million in the same period of the prior year.  Sales in Southeast  Asia
(not  including Hong Kong and the PRC) during the nine months ended December 31,
1998 were also up due to increases in orders by existing  customers,  increasing
2.2% to $8.8  million  for the nine  months  ended  December  31, 1998 from $8.7
million  in the same  period of the prior  year.  

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 80.5%  increase in sales with these sales  accounting for
53% of total sales in the nine  months  ended  December  31, 1998 as compared to
40.1% of total sales in the same period of the prior year. The increase in sales
outside of Asia was driven by  increased  marketing  efforts and strong  product
demand which accompanied strong economic  conditions in those regions.  Sales in
Europe increased  approximately  255% to $13.9 million for the nine months ended
December 31, 1998 from $3.9 million in the same period of the prior year.  Sales
in the Middle East were down during the nine months  ended  December  31,  1998,
decreasing  approximately  0.1% to $6.4  million  from $6.5  million in the same
period of the prior year.  Sales in the United  States  increased  approximately
57.5% to $10.9 million  during the nine months ended December 31, 1998 from $6.9
million in the same period of the prior year.


                                       7
<PAGE>

     For the nine months ended December 31, 1998, gross profits  increased 39.3%
to $15.3  million  from $11 million  during the same period in the prior  fiscal
year.  Gross  margins  increased  from 23.3% of revenues  during the nine months
ended December 31, 1997 to 25.5% during the nine months ended December 31, 1998.
The  increase in gross  profits was mainly  attributable  to the increase in net
sales.  The  increase in gross  profit  percentage  during the nine month period
ended  December 31, 1998 was  primarily  attributable  to cost control  measures
implemented by management.

     Operating Expenses. Operating expenses totaled $6.4 million during the nine
months ended  December 31, 1998, up 35.6%,  from $4.75  million  during the same
period in the prior fiscal year.  The  principal  components  of the increase in
operating  expenses  during the period  were  marketing  expense,  depreciation,
salary and wages to support planned sales growth.

     Other Expense, Net. Other expenses,  net of other income,  decreased during
the nine months  ended  December  31, 1998 to $938,000  from $1.4 million in the
same  period  during the prior year.  The  decrease  in net other  expenses  was
attributable  to (1) an increase in interest  income of $215,000  which resulted
from an increase in cash  generated by operations and (2) a decrease in interest
expense  during the period of $456,000  which  resulted  from the  maturity of a
convertible  loan on March 19, 1998;  which was  partially  offset by a $228,000
adverse swing in other  income/expense  which  resulted from an increase in bank
charges  during the current period and the  recognition  of a nonrecurring  gain
from an insurance claim during the prior period.

     Income Taxes.  Income taxes  increased by 117.4% to $1.3 million during the
nine month period ended  December 31, 1998 from $582,000  during the same period
in the prior year.  The increase in income taxes during the period was primarily
attributable  to increased  income  during the period and provision for a higher
effective tax rate for the current period in Hong Kong pending the resolution of
the Company's offshore claims with respect to prior periods.

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $5.9 million and working capital of $13.8
at December 31, 1998 compared to a cash balance of $2.1 million and a deficit in
working  capital of $1.2  million at March 31,  1998.  The  increase  in cash is
attributable  to a combination  of the income during the period and increases in
short-term bank borrowing.  The increase in working capital was  attributable to
restructuring  and  capitalization  of  the  convertible  note  into  redeemable
preferred share capital of a subsidiary of the Company.


                                       8
<PAGE>

     For the nine months ended  December 31, 1998 net cash provided by operating
activities  amounted to $1.7  million as compared to net cash used by  operating
activities of $2.2 million for the corresponding  period of the prior year. This
change resulted from a smaller increase in inventories and prepayments and other
current  assets  during the  current  period and a smaller  decrease in customer
deposits  which was  partially  offset by increases in accounts  receivable  and
amounts due from a director.

     Net cash used in investing  activities decreased to $4.3 million during the
nine months ended December 31, 1998 from $9 million during the nine months ended
December 31, 1997.  This decrease was  attributable to a decrease in acquisition
of machinery and equipment during the current period.

     Net cash provided by financing  activities decreased to $6.4 million during
the nine  months  ended  December  31, 1998 from $13.2  million  during the nine
months ended December 31, 1997. This decrease was attributable to the receipt of
a $10 million  convertible  loan during the prior year. The convertible loan was
converted to preferred  stock of a subsidiary of the Company  during the current
year in connection  with the planned listing of that subsidiary on the Hong Kong
Stock  Exchange.  The  decrease  in net cash  provided by  financing  activities
attributable to activities relating to the convertible loan was partially offset
by net  increases in short term bank  borrowings  and additions to capital lease
obligations during the current period.

     At December 31, 1998,  the Company had long term debt totaling $3.6 million
compared to long term debt at March 31, 1998 of $4.4  million.  The  decrease in
long term debt was primarily  attributable  to the repayment of the principal of
the loan while no new long term bank loan was  acquired  during the nine  months
ended December 31, 1998 .

     Management  believes  that based on its current  financial  condition,  the
Company's  cash  and  working  capital  is  sufficient  to  meet  the  Company's
anticipated needs for at least the next twelve months.

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          None 


                                       9
<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                 S.W. LAM, INC.


Dated:   February 12, 1999                      By:  /s/ Lam Sai Wing
                                                    ----------------------------
                                                    Lam Sai Wing, President and
                                                    Chief Executive Officer

Dated:   February 12, 1999                      By:  /s/ Chan Yam Fai, Jane
                                                    ----------------------------
                                                    Chan Yam Fai, Jane
                                                    Chief Financial Officer


                                       10