UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                   -----------

                                    FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                 For the Quarterly Period Ended July 3, 1999

                                       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 number 000-25l02

                            BRIDGEPORT MACHINES, INC.
             (exact name of registrant as specified in its charter)

         Delaware                                     06-ll69678
(State of Incorporation)                   (IRS Employer Identification No.)

   500 Lindley Street, Bridgeport, CT                   06606
(Address of principal executive offices)              (zip code)

               Registrant's telephone number, including area code:
                                 (203) 367-365l

                                 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 [   ]

The number of shares of Issuer's  Common Stock,  $.0l par value,  outstanding on
July 3, 1999 was 5,568,104 shares.
<PAGE>
                            BRIDGEPORT MACHINES, INC.
                                AND SUBSIDIARIES




                                      INDEX


Part I - FINANCIAL INFORMATION
------------------------------

Item l.             FINANCIAL STATEMENTS

                    Consolidated Balance Sheets as of
                    July 3, 1999 and April 3, 1999

                    Consolidated Statements of Operations for
                    the three month periods ended July 3,
                    1999 and June 27, 1998

                    Consolidated Statements of Stockholders'
                    Equity for the three month periods ended
                    July 3, 1999 and June 27, 1998

                    Consolidated Statements of Cash Flows
                    for the three month periods ended
                    July 3, 1999 and June 27, 1998

                    Notes to Consolidated Financial Statements

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


Part II - OTHER INFORMATION
---------------------------

Item l-4.           OTHER INFORMATION

Item 5.             OTHER INFORMATION

Item 6.             EXHIBITS AND REPORTS ON FORM 8-K

Signatures


<PAGE>
                            BRIDGEPORT MACHINES, INC.

                           FORWARD LOOKING STATEMENTS



         The  Private  Securities  Litigation  Reform of 1995  provides  a "safe
harbor" for forward-looking  statements.  Certain  information  included in this
Quarterly Report on Form 10-Q and the Company's  previously filed Annual Reports
on Form 10-K is forward-looking,  such as information  relating to the expansion
of the use of the Company's products into the factory floor market, expansion of
the Company's  marketing efforts into foreign markets,  the Company's ability to
develop  additional  sources of supply,  the  Company's  shipment of its current
backlog,  the Company's  expected  expenditures on  environmental  matters,  the
Company's  use of  cash  in  operating  activities,  the  Company's  ability  to
satisfactorily resolve any outstanding litigation, the ability of the Company to
meet  working  capital  needs,  and the effect on the Company of the adoption of
certain  accounting   standards.   Such  forward-looking   information  involves
important  risks and  uncertainties  that could  significantly  affect  expected
results in the future from those  expressed  in any  forward-looking  statements
made by, or on behalf of, the Company.  These risks and  uncertainties  include,
but are not limited to,  uncertainties  relating to general economic conditions,
product  introductions,  contingent  liabilities,  changes in currency  exchange
rates,  the  mix  of  products  sold  and  the  profit  margins  thereon,  order
cancellations  or reduced  bookings by  customers or  distributors,  discounting
necessitated by price competition, and general market conditions.




<PAGE>
<TABLE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)


                                                        July 3,         April 3,
                                                         l999             l999
                                                      ---------       ---------
          ASSETS
<S>                                                   <C>             <C>
CURRENT ASSETS:
        Cash                                          $   5,764       $   3,844
        Trade accounts receivable,
          less allowance of $1,289
          and $1,402, respectively                       23,661          24,712
        Inventories                                      46,265          52,206
        Prepaid income taxes                                433             433
        Deferred income taxes                             2,499           2,499
        Prepaid expenses and other current
          assets                                            639             940
                                                      ---------       ---------

            Total current assets                         79,261          84,634

PROPERTY, PLANT AND EQUIPMENT:
        Land                                                340             342
        Buildings, improvements and
          leasehold improvements                          4,098           4,116
        Machinery and equipment                          18,835          19,342
        Furniture and fixtures                            6,256           6,267
                                                      ---------       ---------
                                                         29,529          30,067


Less:  Accumulated depreciation                         (13,270)        (12,684)
                                                      ---------       ---------

             Property, plant and equipment,
               net                                       16,259          17,383
                                                      ---------       ---------

INVESTMENTS IN AND ADVANCES TO AFFILIATES                   535             649

OTHER ASSETS, net of accumulated
  amortization of $386
  and $357, respectively                                    241             300
                                                      ---------       ---------

             Total assets                             $  96,296       $ 102,966
                                                      =========       =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)

                                                         July 3,      April 3,
                                                          l999          l999
                                                       ---------      ---------
<S>                                                    <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
        Bank overdrafts                                $     372      $     786
        Working capital revolver                           7,540          9,770
        Accounts payable                                   7,845          9,366
        Accrued expenses                                  13,492         13,408
        Income taxes payable                                  70           --
        Current portion of long-term debt
          obligations                                        614          1,264
                                                       ---------      ---------

             Total current liabilities                    29,933         34,594

LONG-TERM DEBT OBLIGATIONS                                   993          1,086
OTHER LONG-TERM LIABILITIES                                  120            120
                                                       ---------      ---------

             Total liabilities                            31,046         35,800

STOCKHOLDERS' EQUITY:
        Preferred stock, $.0l par value,
          2,000,000 shares authorized,
          no shares issued                                  --             --
        Common stock, $.0l par value,
          13,000,000 shares authorized;
          5,704,404 shares issued
          at July 3, 1999 and April 3, 1999                   57             57
        Capital in excess of par value                    38,533         38,533
        Retained earnings--subsequent to
          reclassification of $6,750
          deficit as part of the quasi-
          reorganization as of January 3,
          l993                                            29,362         30,505
        Other comprehensive income:
          Cumulative translation adjustment               (1,557)          (784)
        Treasury stock at cost, 136,300 shares
          at July 3, 1999 and April 3, 1999               (1,145)        (1,145)
                                                       ---------      ---------

             Total stockholders' equity                   65,250         67,166
                                                       ---------      ---------

             Total liabilities and stock-
             holders' equity                           $  96,296      $ 102,966
                                                       =========      =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>



                            BRIDGEPORT MACHINES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED JULY 3, 1999 AND JUNE 27, 1998
                    (In Thousands, Except Per Share Amounts)

                                                      July 3,          June 27,
                                                       1999              1998
                                                     --------          --------
<S>                                                  <C>               <C>
Net sales                                            $ 35,132          $ 51,086
Cost of sales                                          27,786            39,943
                                                     --------          --------


  Gross profit                                          7,346            11,143
Selling, general and
  administrative expenses                               7,869             9,567
                                                     --------          --------

    Operating income (loss)                              (523)            1,576
Interest expense                                         (178)             (630)
Other income (expense), net                               (40)              (82)
                                                     --------          --------
    Income (loss) before provision
      for income taxes                                   (741)              864
Provision for income taxes                                402               317
                                                     --------          --------
    Net income (loss)                                $ (1,143)         $    547
                                                     ========          ========

Basic earnings (loss) per share                      $  (0.21)         $   0.10
                                                     ========          ========


Diluted earnings (loss) per share                    $  (0.21)         $   0.10
                                                     ========          ========

</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                             BRIDGEPORT MACHINES, INC.

                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             FOR THE THREE MONTHS ENDED JULY 3, 1999 AND JUNE 27, 1998
                                                  (In Thousands)



                                                                         ACCUMULATED
                                                                            OTHER
                                                                        COMPREHENSIVE
                                                                            INCOME:
                                               CAPITAL IN                 CUMULATIVE                     TOTAL
                                   COMMON      EXCESS OF     RETAINED     TRANSLATION     TREASURY   STOCKHOLDERS'
                                   STOCK       PAR VALUE     EARNINGS     ADJUSTMENT        STOCK        EQUITY
                                   -----       ---------     --------     ----------        -----        ------
<S>                               <C>          <C>          <C>           <C>           <C>           <C>
BALANCE, March 28, 1998           $     57     $ 38,513     $ 30,991      $    271      $   (509)     $ 69,323
                                                                                                      --------

Comprehensive Income:
  Net income for the three
    months ended June 27,
    l998                              --           --            547          --            --             547
  Other Comprehensive Income:
    Translation adjustment
      for the three months
      ended June 27, 1998             --           --           --            (206)         --            (206)
                                                                                                      --------
          Total Comprehensive
          Income                                                                                           341
                                                                                                      --------

Exercise of stock options
  for common stock                    --             20         --            --            --              20
                                  --------     --------     --------      --------      --------      --------

BALANCE, June 27, 1998            $     57     $ 38,533     $ 31,538      $     65      $   (509)     $ 69,684
                                  ========     ========     ========      ========      ========      ========


BALANCE, April 3, 1999            $     57     $ 38,533     $ 30,505      $   (784)     $ (1,145)     $ 67,166
                                                                                                      --------

Comprehensive Income (Loss):
  Net (loss) for the three
    months ended July 3, 1999         --           --         (1,143)         --            --          (1,143)
  Other Comprehensive Income:
    Translation adjustment
      for the three months
      ended July 3, 1999              --           --           --            (773)         --            (773)
                                                                                                      --------
        Total Comprehensive
        Income (Loss)                                                                                   (1,916)
                                  --------     --------     --------      --------      --------      --------

BALANCE, July 3, 1999             $     57     $ 38,533     $ 29,362      $ (1,557)     $ (1,145)     $ 65,250
                                  ========     ========     ========      ========      ========      ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED JULY 3, 1999 AND JUNE 27, 1998
                                 (In Thousands)


                                                         July 3,        June 27,
                                                           1999           1998
                                                         -------        -------
<S>                                                      <C>            <C>
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES:
  Net income (loss)                                      $(1,143)       $   547
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
         Depreciation and amortization                       902            867
         Net (gain) loss on sale of property,
         plant and equipment                                   4            (13)
Changes in operating assets and
    liabilities:
    (Increase) decrease in net trade
      accounts receivable                                    746          3,217
    (Increase) decrease in inventories                     5,466         (3,373)
    (Increase) decrease in prepaid expenses
      and other current assets                               288            321
    (Increase) decrease in other assets                      131           (187)
    Increase (decrease) in bank overdrafts                  (415)          (920)
    Increase (decrease) in accounts payable
      and accrued expenses                                (1,141)           489
                                                         -------        -------

      Total adjustments                                    5,981            401
                                                         -------        -------
    Cash flows provided by (used in)
      operating activities                                 4,838            948
                                                         -------        -------

CASH FLOWS PROVIDED BY (USED IN)
  INVESTING ACTIVITIES:
  Capital expenditures                                      (116)          (628)
  Proceeds from sale of property,
    plant and equipment                                       17             17
                                                         -------        -------

  Cash flows provided by (used in)
    investing activities                                     (99)          (611)
                                                         -------        -------

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED JULY 3, 1999 AND JUNE 27, 1998
                                 (In Thousands)


                                                         July 3,       June 27,
                                                          1999           l998
                                                        -------         -------
<S>                                                     <C>             <C>
CASH FLOWS PROVIDED BY (USED IN)
  FINANCING ACTIVITIES:

  Sale of common stock                                     --                20
  Borrowings (payments) under working
    capital revolver, net                                (2,141)            813
  Payments of other debt and
    capitalized lease obligations                          (622)           (661)
                                                        -------         -------

    Cash flows provided by (used in)
      financing activities                               (2,763)            172
                                                        -------         -------
  Effect of exchange rate changes
    on cash                                                 (56)              8
                                                        -------         -------

    Net change in cash                                    1,920             517
  CASH, beginning of period                               3,844           4,892
                                                        -------         -------

  CASH, end of period                                   $ 5,764         $ 5,409
                                                        =======         =======

  SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                         $   243         $   708
  Income taxes paid, net                                     68              86


</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
                            BRIDGEPORT MACHINES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       THE COMPANY AND BASIS OF PRESENTATION
         -------------------------------------

         Bridgeport  Machines,  Inc.  and  subsidiaries  (the  "Company")  is  a
         manufacturer  and  distributor  of  metal  cutting  machine  tools  and
         accessories.  The Company  manufactures  its  products in the U.S.  and
         Europe.   Sales  are  principally  in  North  America  and  Europe.   A
         substantial  portion  of the end users of the  Company's  products  are
         small and medium sized independent job shops who produce machined parts
         for customers in a wide variety of industries.

         The  consolidated  balance  sheet as of July 3,  1999  and the  related
         consolidated  statements of operations,  stockholders'  equity and cash
         flows for the three  months  ended July 3, 1999 and June 27,  1998 have
         been  prepared  by  the  Company  without  audit.  In  the  opinion  of
         management,  all adjustments  necessary to present fairly the financial
         position, results of operations and cash flows as of or for the periods
         ended  July 3, 1999 and June 27,  1998 have been made.  The  accounting
         principles  followed  during interim  periods are generally  consistent
         with  those  applied  for  annual  periods  and  are  described  in the
         Company's financial statements included in its Form 10-K filed with the
         Securities and Exchange Commission (the "SEC").

         On April 23, 1999,  the Company  entered into an Agreement  and Plan of
         Merger (the "Merger  Agreement") with Goldman  Industrial  Group,  Inc.
         ("Goldman") and Bronze  Acquisition Corp., a wholly owned subsidiary of
         Goldman  ("Merger  Sub").  Pursuant  to the  terms and  subject  to the
         conditions of the Merger Agreement, Merger Sub will merge with and into
         the  Company,  with  the  Company  as the  surviving  corporation  (the
         "Merger").  As a result of the Merger, each outstanding share of common
         stock of the Company (other than shares owned by the Company,  Goldman,
         Merger Sub or any  subsidiary  thereof or shares with  respect to which
         the holders have perfected appraisal rights under Delaware law) will be
         converted into the right to receive $10.00 in cash.

         At a  special  meeting  of  stockholders  held on July  14,  1999,  the
         Company's  stockholders  approved the Merger  Agreement  and the Merger
         contemplated by that agreement.

         On July 20,  1999 and August 2, 1999,  the Company  announced  that the
         closing of the Merger  had been  delayed to allow  Goldman to satisfy a
         condition to its lenders providing funds for the Merger.


2.       INTERIM STATEMENTS
         ------------------

         The following  accounting policies which are applied in the preparation
         of the interim financial statements are different from those applied in
         the year-end financial statements:
<PAGE>
         Inventories:
         ------------

                  Inventories are valued at year-end based upon actual inventory
                  on hand verified by a physical count. Inventories are adjusted
                  during interim periods for purchases, production and shipments
                  based upon standard costs for material, labor and overhead.

         Income Taxes:
         -------------

                  The income tax provision is calculated based upon an estimated
                  tax rate for the year for each tax jurisdiction.


3.       EARNINGS PER SHARE
         ------------------

         In February 1997,  Statement of Financial Accounting Standards No. 128,
         "Earnings Per Share" ("FAS 128"),  was issued.  FAS 128 established new
         standards for computing and presenting EPS. The Company adopted the new
         standard  in the third  quarter  of  fiscal  1998.  Earnings  per share
         information   for  prior  periods  has  been  restated  using  the  new
         guidelines.

         Basic earnings per common share for the three months ended July 3, 1999
         and June 27, 1998 are  calculated  by  dividing  net income by weighted
         average common shares outstanding  during the period.  Diluted earnings
         per common  share for the three  months ended July 3, 1999 and June 27,
         1998 are  calculated by dividing net income by weighted  average common
         shares  outstanding  during the period plus dilutive  potential  common
         shares which are determined as follows:
<TABLE>
<CAPTION>

                                                      1999                1998
                                                    ---------          ---------
<S>                                                 <C>                <C>
Weighted average common
  shares outstanding                                5,568,104          5,654,000
Effect of dilutive options
  to purchase common stock                                  0             34,000
Adjusted weighted average
  common shares                                     5,568,104          5,688,000
</TABLE>

         Stock options to purchase  301,598 and 88,500 shares of common stock at
         July 3, 1999 and June 27, 1998,  respectively,  at prices  ranging from
         $9.50 to $16.25 and from $11.00 to $16.25 per share were outstanding at
         July 3, 1999 and June 27, 1998, respectively,  but were not included in
         the  computation  of diluted  earnings  per share  because the options'
         exercise  prices  were  greater  than the average  market  price of the
         common stock. These options expire in fiscal years 2000 to 2003.
<PAGE>
         Dilutive  potential common shares are calculated in accordance with the
         treasury  stock method which assumes that proceeds from the exercise of
         all options are used to repurchase  common stock at market  value.  The
         number of shares remaining after the proceeds are exhausted  represents
         the potentially dilutive effect of the securities.

4.       COMPREHENSIVE INCOME
         --------------------

         In June 1997,  Statement of  Financial  Accounting  Standards  No. 130,
         "Reporting  Comprehensive  Income"  ("FAS  130")  was  issued.  FAS 130
         requires the disclosure of  comprehensive  income to reflect changes in
         equity that result from transactions and economic events from non-owner
         sources.  Comprehensive  income for the three months ended July 3, 1999
         and June 27, 1998 presented below include foreign currency  translation
         items.  There was no tax  expense or tax  benefit  associated  with the
         foreign currency translation items.




<TABLE>
<CAPTION>
                                                           1999           1998
                                                         -------        -------
                                                          (amounts in thousands)
<S>                                                      <C>            <C>
Net income (loss)                                        $(1,143)       $   547
Foreign currency translation adjustments                    (773)          (206)
                                                         -------        -------
Comprehensive income (loss)                              $(1,916)       $   341
                                                         =======        =======
</TABLE>







5.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
         -----------------------------------------

         In June  1998,  the  FASB  issued  Statement  of  Financial  Accounting
         Standards No. 133,  "Accounting for Derivative  Instruments and Hedging
         Activities" which provides new guidelines for accounting for derivative
         instruments.  The Company is currently  analyzing  what, if any, impact
         the new  guideline  will have on the  Company.  This new  statement  is
         effective for financial periods beginning after June 15, 2000.

<PAGE>
6.       SEGMENT AND CUSTOMER INFORMATION
         --------------------------------
<TABLE>
<CAPTION>

                                                   Three Months Ended
                                           July 3, 1999         June 27, 1998
                                           ------------          ------------
<S>                                        <C>                   <C>
Net Sales:
  North America                            $ 19,001,000          $ 26,127,000
  Foreign                                    15,353,000            23,169,000
  Export                                        778,000             1,790,000
                                           ------------          ------------

       Total                               $ 35,132,000          $ 51,086,000
                                           ============          ============

Operating Income (Loss):
  Domestic and Export                      $   (293,000)         $    445,000
  Foreign                                      (353,000)            1,118,000
  Eliminations                                  123,000                13,000
                                           ------------          ------------

    Total                                  $   (523,000)         $  1,576,000
                                           ============          ============
<CAPTION>


                                            July 3, 1999         April 3, 1999
                                           -------------         -------------
<S>                                        <C>                   <C>
Identifiable Assets:
   Domestic and Export                     $  70,749,000         $  71,927,000
   Foreign                                    48,761,000            54,572,000
   Eliminations                              (23,214,000)          (23,533,000)
                                           -------------         -------------

         Total                             $  96,296,000         $ 102,966,000
                                           =============         =============

Net Assets:
    Domestic and Export                    $  58,403,000         $  58,560,000
    Foreign                                   20,969,000            22,807,000
    Eliminations                             (14,122,000)          (14,201,000)
                                           -------------         -------------
         Total                             $  65,250,000         $  67,166,000
                                           =============         =============

</TABLE>

             The breakout of Domestic and export assets is not  available  since
these  operations  use  common  resources  and,  as a result,  the  breakout  of
operating  income between  domestic and export is not  available.  Foreign sales
represent  principally  Europe.  Foreign  identifiable  assets  and  net  assets
represent principally the Company's European operations.  No individual customer
accounted for 10% or more of net sales for any of the periods presented.
<PAGE>
                   BRIDGEPORT MACHINES, INC. AND SUBSIDIARIES


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS:

         The  following  table  sets  forth,  for  the  periods  indicated,  the
percentage of net sales  represented by certain items reflected in the Company's
consolidated financial statements:
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                  July 3, 1999        June 27, 1998
                                                  ------------        -------------


<S>                                                    <C>               <C>
Net sales                                              100.0%            100.0%
Gross profit                                            20.9%             21.8%
Selling, general and adminis-
  trative expenses                                      22.4%             18.7%
Operating income (loss)                                 (1.5%)             3.1%
Interest expense                                        (0.5%)            (1.2%)
Other income (expense), net                             (0.1%)            (0.2%)
Income tax expense                                       1.1%              0.6%
Net income (loss)                                       (3.3%)             1.1%

</TABLE>

COMPARISON  OF THE THREE  MONTHS  ENDED JULY 3, 1999  ("FIRST  QUARTER OF FISCAL
2000") TO THE THREE MONTHS ENDED JUNE 27, 1998 ("FIRST QUARTER OF FISCAL 1999")
--------------------------------------------------------------------------------

         Net sales were $35.1  million in the first  quarter of fiscal  2000,  a
decrease of $16.0 million,  or 31.2%, as compared to the first quarter of fiscal
l999.  The decrease in sales is primarily due to a $7.1 million or 27.3% decline
in  sales in North  America  and a $8.4  million  or 35.3%  decline  in sales in
Europe. North America and Europe are the Company's two principal markets.

         During the first  quarter of fiscal 2000,  the  Company's  net incoming
orders  in  North  America  and  Europe  were  approximately  28% and 59%  less,
respectively,  than the  incoming  orders in the first  quarter of fiscal  1999.
These  declines  appear to  represent a cyclical  trend in North  America and in
parts of Europe, the Company's two principal markets,  of declining purchases by
customers for machine tools in the segment of the machine tool industry in which
the Company participates. The Company cannot predict for what period of time the
decreased  level of  customer  purchases  could  continue,  whether the level of
customer  purchases will decline further,  or the level at which incoming orders
will be.

         Backlog at July 3, 1999 was  approximately  $12.3 million compared with
approximately  $14.6  million at April 3, 1999.  Of the backlog at July 3, 1999,
approximately  $5.4  million  relates to sales  primarily  in North  America and
approximately  $6.9 relates to sales primarily in Europe.  The Company's backlog
balances  fluctuate  as a result  of many  factors  including  length of time to
<PAGE>
deliver  products,  new  product  introductions  and market  conditions.  At the
current  levels of backlog,  the Company is more  dependent  on future  incoming
orders than it has been in the recent past.  As stated  above,  during the first
quarter of fiscal 2000, the Company experienced a decline in net incoming orders
in North  America  and Europe of  approximately  28% and 59%,  respectively,  as
compared to the incoming orders in the first quarter of fiscal 1999.

         Gross  profit was $7.3  million in the first  quarter of fiscal 2000, a
decrease of $3.8 million,  or 34.1%,  as compared to the first quarter of fiscal
l999.  The  decline in gross  profit is  primarily  a result of lower  sales and
production  volumes.  Gross  profit as a percent of sales was 20.9% in the first
quarter of fiscal 2000 as compared to 21.8% in the first quarter of fiscal 1999.
The decline in gross profit as a percent of sales was  predominately  due to the
decline  in sales  which  resulted  in lower  production  volumes  causing  less
absorption of fixed costs.

         Selling,  general and administrative  expenses were $7.9 million in the
first quarter of fiscal 2000, a decrease of $1.7 million,  or 17.7%, as compared
to the first  quarter of fiscal l999.  The decrease in dollar  amount  consisted
primarily of $0.7 million in compensation and related expenses,  $0.6 million in
advertising expenses and $0.3 million in research and development expenses.  The
decrease  was offset to some extent by  approximately  $0.5  million of expenses
related to the anticipated  merger of the Company with Goldman Industrial Group,
Inc. (as described  below). As a percentage of net sales,  selling,  general and
administrative  expenses  were  22.4% in the first  quarter of fiscal  2000,  as
compared to 18.7% for the first quarter of fiscal l999.

         Operating loss was $0.5 million in the first quarter of fiscal 2000, as
compared  to  operating  income of $1.6  million in the first  quarter of fiscal
l999.

         Interest  expense was $0.2 million in the first  quarter of fiscal 2000
and $0.6 million in the first quarter of fiscal l999.

         Provision  for income  taxes was $0.4  million in the first  quarter of
fiscal 2000,  as compared to $0.3  million in the first  quarter of fiscal 1999.
The  provision  for income taxes in the first quarter of fiscal 2000 is a result
of taxable income generated in certain tax jurisdictions.  Losses were generated
in other tax jurisdictions for which no income tax benefit was established since
such losses cannot currently be utilized for income tax reporting purposes.


RECENT DEVELOPMENTS:
--------------------

         On April 23, 1999,  the Company  entered into an Agreement  and Plan of
Merger (the "Merger Agreement") with Goldman Industrial Group, Inc.  ("Goldman")
and Bronze  Acquisition  Corp.,  a wholly owned  subsidiary of Goldman  ("Merger
Sub").  Pursuant  to the terms  and  subject  to the  conditions  of the  Merger
Agreement,  Merger Sub will merge with and into the Company, with the Company as
the  surviving  corporation  (the  "Merger").  As a result of the  Merger,  each
outstanding share of common stock of the Company (other than shares owned by the
Company, Goldman, Merger Sub or any subsidiary thereof or shares with respect to
which the holders have  perfected  appraisal  rights under Delaware law) will be
converted into the right to receive $10.00 in cash.
<PAGE>
         At a  special  meeting  of  stockholders  held on July  14,  1999,  the
Company's stockholders approved the Merger Agreement and the Merger contemplated
by that agreement.

         On July 20,  1999 and August 2, 1999,  the Company  announced  that the
closing of the Merger had been  delayed to allow  Goldman to satisfy a condition
to its lenders providing funds for the Merger.


FOREIGN OPERATIONS:
-------------------

        During the three  months  ended July 3, 1999,  net sales  outside  North
America represented approximately 45.9% of total net sales, as compared to 48.9%
for the three months ended June 27,  1998.  A  substantial  portion of these net
sales were made by the Company's European operations.

         At times the Company enters into forward exchange  contracts to provide
economic hedges against foreign currency  fluctuations on its intercompany sales
transactions between its U.S. and U.K. operations.  At July 3, 1999, the Company
did not have any commitments outstanding under forward purchase contracts.


LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------

         As of July 3, 1999,  the Company had working  capital of $49.3  million
compared with $50.0 million at April 3, 1999.  The Company meets its  short-term
financing needs through cash from  operations and its revolving  credit facility
which  provides  for  maximum  borrowings  of up to $24.5  million in the United
States and $19.5 million in the United  Kingdom.  The borrowing  availability is
limited to the sum of (a) 80% of eligible  accounts  receivable  plus (b) 40% of
eligible  inventory  (limited to $13.5 million for domestic  inventory and $10.0
million for foreign  inventory)  minus (x) the aggregate  amount of  outstanding
letters of credit and (y) any reserves deemed  reasonable by the lenders.  Based
upon this formula,  as of April 3, 1999, the Company could borrow  approximately
an additional  $21.4 million under the revolving  credit  facility,  as amended,
beyond the balance already borrowed. At July 3, 1999, the Company had term loans
totalling approximately $1.6 million.

         The table  below  presents  the  summary  of cash flow for the  periods
indicated:
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                   July 3, 1999      June 27, 1998
                                                   ------------      -------------
<S>                                                   <C>               <C>
Net cash provided by (used in)
  operating activities                                $ 4,838           $   948
Net cash provided by (used in)
  investing activities                                    (99)             (611)
Net cash provided by (used in)
  financing activities                                 (2,763)              172
</TABLE>


         Net cash provided by (used in) operating activities  fluctuates between
periods  primarily as a result of differences in the level of sales, net income,
the timing of the collection of accounts  receivable,  purchase of inventory and
payment  of  accounts  payable.  The net cash  provided  by (used in)  financing
activities  in the three months ended July 3, 1999 and June 27, 1998  represents
primarily repayments or borrowings under the Company's credit facility.

         The Company believes that cash generated from operations and borrowings
available  under the  revolving  credit  facility will be sufficient to meet its
working capital and capital expenditure requirements for at least 12 months from
July 3, 1999. Such facility,  together with cash from operations, is expected to
be  sufficient  to enable the  Company to meet its  working  capital and capital
expenditure needs for the longer term.  However,  there can be no assurance that
liquidity  would not be  adversely  impacted  by a decline in  general  economic
conditions or other factors, or that future credit facilities will be available.
<PAGE>
CHANGES IN FINANCIAL POSITION:
------------------------------

         At July 3, 1999,  trade  accounts  receivable  decreased  $1.1  million
(4.3%) and inventories  decreased $5.9 million (11.4%),  as compared to April 3,
1999. These decreases are primarily a result of decreased sales.


SEASONALITY:
------------

        The  Company  experiences  a seasonal  decline  in net sales  during its
second fiscal  quarter,  particularly  during the July and August summer holiday
period.  During such period,  the Company's  manufacturing  facilities close for
approximately  one to three weeks. The fourth fiscal quarter may also experience
decreases in net sales as a result of weather conditions.


ECONOMIC CYCLES:
----------------

         The overall market for machine tools is cyclical,  reflecting  economic
conditions, production capacity utilization, changes in tax and fiscal policies,
corporate  profitability and financial condition as well as the general level of
business  confidence.  During the first  quarter  of fiscal  2000,  the  Company
experienced  a decline in  incoming  net orders in North  America  and Europe of
approximately  28% and 59%,  respectively,  as compared to the first  quarter of
fiscal  1999.  The declines  appear to represent a cyclical  trend in the United
States and in parts of Europe, the Company's two principal markets, of declining
purchases  by  customers  for machine  tools in the segment of the machine  tool
industry in which the Company participates.  The Company cannot predict for what
period of time the decreased level of customer purchases could continue, whether
the level of customer  purchases  will  decline  further,  or the level at which
incoming orders will be.

YEAR 2000 READINESS DISCLOSURE:

        Many  companies may face potential  serious  business  problems  because
software  applications  and  business  equipment  developed  in the past may not
properly  recognize  future calendar dates due to Year 2000  limitations.  These
problems  could  cause  systems  to become  unstable,  stop  working  or provide
incorrect data based upon dates.
<PAGE>
        The Company is continuing  its assessment of the impact on the Year 2000
issue on its operations. Based upon its assessment to date, the Company believes
that the  majority  of its  significant  internal  computer  operating  and date
sensitive  systems are Year 2000  compliant or will be able to operate after the
date  change  without  having  a  material   adverse  impact  on  the  Company's
operations.  Part of this  belief is based  upon  third  party  representations.
Discussions to date with critical and important  third party  suppliers have not
indicated that any significant  problems will occur as a result of the Year 2000
that would  materially  effect the  Company's  ability to  operate.  Many of the
Company's  suppliers  are still  working on ensuring that they will be Year 2000
compliant.  Based on the current  status of the Company's  Year 2000  compliance
assessment,  the estimated total costs to be incurred for all the Company's Year
2000 related projects are not expected to exceed  approximately  $200,000.  Such
expenses  will be  expensed  as  incurred  and are  exclusive  of systems  being
replaced or upgraded in the normal course of business.

        The risk factors the Company faces include the  possibility  that it has
not identified one or more internal  system which is not Year 2000 compliant and
the failure of such system materially  impacts the Company's ability to operate.
In addition,  the failure of critical and  important  suppliers to correct their
material Year 2000  compliance  problems could result in serious  disruptions in
their  normal  business  activities  and  operations.   Such  disruptions  could
materially impact the Company's ability to operate.

        The  Company's   contingency  plans  include   identifying   alternative
suppliers to current suppliers who are critical and important and are determined
by the  Company  to be a risk as a result of such  supplier's  lack of Year 2000
compliance.  The Company  cannot be assured that  alternative  suppliers will be
identified.

        In addition,  the Company's  customer  base may also be facing  problems
related to Year 2000.  Such problems  could affect their spending plans and thus
potentially impact the Company's future sales.

        Due to the  intricate  nature of the Year 2000 problems that could arise
if the Company  and other  entities  with which it  transacts  business  fail to
address this issue,  such problems could result in a material  adverse impact on
the Company's operations and a material financial risk to the Company.

<PAGE>
PART II - OTHER INFORMATION

Item l   Legal Proceedings                                               None
         -----------------

Item 2   Changes in Securities                                           None
         ---------------------

Item 3   Defaults Upon Senior Securities                                 None
         -------------------------------

Item 4   Submission of Matters to a
         Vote of Security Holders
         ------------------------

                  Approve  and adopt the  Agreement  and Plan of  Merger,  dated
                  April 23, 1999, by and among Goldman  Industrial Group,  Inc.,
                  Bronze  Acquisition Corp.  ("Merger Sub") and the transactions
                  contemplated thereby,  including the Merger of Merger Sub with
                  and into the Company.

                           Votes for                      4,505,909
                           Votes Against                     29,257
                           Abstained                          3,905
                           Non Votes                      1,029,033

Item 5   Other Information                                               None
         -----------------

Item 6   Exhibits and Reports on Form 8-K                            Exhibit No.
         --------------------------------                            -----------

                  a)       Exhibits

                           (2)   Not Applicable

                           (4)   Not Applicable

                           (l0)  Not Applicable

                           (ll)  Statement  regarding  computation  of per share
                                 earnings is not  required  because the relevant
                                 computation can be determined from the material
                                 contained in the Financial  Statements included
                                 herein.

                           (l5)  Not Applicable

                           (l8)  Not Applicable

                           (l9)  Not Applicable

                           (22)  Not Applicable

                           (23)  Not Applicable

                           (24)  Not Applicable

<PAGE>
                           (27)  Financial Data Schedule             Ex-27

                           (99)  Not Applicable


                  b)       A Form 8-K  Current  Report  dated April 23, 1999 was
                           filed  reporting  as an other event the  execution by
                           the Company of an  Agreement  and Plan of Merger with
                           Goldman Industrial Group, Inc. and Bronze Acquisition
                           Corp.,   a  wholly   owned   subsidiary   of  Goldman
                           Industrial Group, Inc.



<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  l934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.


                                                  BRIDGEPORT MACHINES, INC.
                                                       (Registrant)



  August 13, 1999                                     /s/ Dan L. Griffith
                                                      -------------------
                                                  By: Dan L. Griffith
                                                      President and
                                                      Chief Executive Officer



   August 13, 1999                                    /s/ Walter C. Lazarcheck
                                                      ------------------------
                                                  By: Walter C. Lazarcheck
                                                      Vice President and
                                                      Chief Financial Officer