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



                                    FORM 10-Q
                                Amendment No. 1


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

                 For the Quarterly Period Ended October 2, 1999

                           Commission File No. 0-25390


                                 SMC CORPORATION

             (Exact name of Registrant as specified in its charter)


               Oregon                                      93-0939076

    (State or other jurisdiction of                      (IRS Employer
     incorporation or organization)                   Identification No.)


         20545 Murray Road
            Bend, Oregon                                     97701

(Address of principal executive offices)                   (Zip Code)


                                 (541) 995-8214

              (Registrant's telephone number, including area code)


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 report), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

The number of outstanding shares of Common Stock at November 4, 1999: 5,780,599


<PAGE>
                                 SMC CORPORATION
                               INDEX TO FORM 10-Q

                                                                            Page

Part I - Financial Information

    Item 1.  Financial Statements

             Consolidated Balance Sheet - December 31, 1998 and
             October 2, 1999...............................................  3

             Consolidated Statement of Operations - Three Months
             Ended September 30, 1998 and October 2, 1999..................  4

             Consolidated Statement of Operations - Nine Months
             Ended September 30, 1998 and October 2, 1999..................  5

             Consolidated Statement of Changes in Shareholders'
             Equity - Year Ended December 31, 1998 and Nine
             Months Ended October 2, 1999..................................  6

             Consolidated Statement of Cash Flows - Nine Months
             Ended September 30, 1998 and October 2, 1999..................  7

             Notes to Consolidated Financial Statements....................  8

Signatures................................................................. 10

                                       2
<PAGE>
                         Part I - Financial Information

Item 1.  Financial Statements

<TABLE>
<CAPTION>
SMC Corporation
Consolidated Balance Sheet
(in thousands)
-----------------------------------------------------------------------------------------------------------
                                                                                December 31,      October 2,
                                                                                       1998            1999
                                                                                -----------     -----------
                                                                                                (unaudited)
<S>                                                                             <C>             <C>
Assets
 Current assets:
 Cash and cash equivalents                                                      $     1,310     $       208
 Accounts receivable, net                                                            12,857           6,380
 Inventories (Note 2)                                                                26,715          47,967
 Prepaid expenses and other                                                             530             416
Prepaid  taxes                                                                          897             280
 Deferred tax asset                                                                   3,144           3,144
                                                                                -----------     -----------
      Total current assets                                                           45,453          58,395
Property, plant and equipment, net                                                   20,551          13,949
Intangible assets, net                                                                1,942           1,802
Other assets                                                                             74              51
                                                                                -----------     -----------
     Total assets                                                               $    68,020     $    74,197
                                                                                ===========     ===========
Liabilities and shareholders' equity Current liabilities:
  Notes payable                                                                 $        --     $     7,334
  Current portion of long-term debt                                                     953             357
  Accounts payable                                                                   24,789          23,280
  Product warranty liabilities                                                        3,766           3,776
  Current portion of capital lease obligation                                            19              19
  Accrued liabilities                                                                 6,965           7,053
                                                                                -----------     -----------
     Total current liabilities                                                       36,492          41,819
Long-term debt, net of current portion                                                7,353           8,699
Capital lease obligation, less current portion                                           38              24
Deferred income taxes                                                                   928             928
                                                                                -----------     -----------
     Total liabilities                                                               44,811          51,470
                                                                                -----------     -----------
Shareholders' equity:
  Preferred stock, 5,000 shares authorized, none issued or outstanding                   --              --
  Common stock, 30,000 shares authorized, 5,890 and 5,780 shares issued               9,604           9,033
    and outstanding
 Additional paid-in capital                                                           1,472           1,472
 Retained earnings                                                                   12,133          12,222
                                                                                -----------     -----------
      Total shareholders' equity                                                     23,209          22,727
                                                                                -----------     -----------
Total liabilities and shareholders' equity                                      $    68,020     $    74,197
                                                                                ===========     ===========


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Operations (unaudited)
(in thousands, except per share amounts)
----------------------------------------------------------------------------------------------


                                                                     Three Months Ended
                                                                  September 30,      October 2,
                                                                          1998            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Sales                                                             $     50,276    $     46,711
Cost of sales                                                           47,483          41,699
                                                                  ------------    ------------
Gross profit                                                             2,793           5,012
Selling, general and administrative expenses                             4,513           4,796
Litigation and settlement costs                                          1,599             705
                                                                  ------------    ------------
Loss from operations                                                    (3,319)           (489)
Interest expense                                                           196             416
Other income (loss), net                                                   505          (1,122)
                                                                  ------------    ------------
(Loss) income before provision for taxes                                (4,020)            217
Income tax (benefit) expense                                            (1,538)             87
                                                                  ------------    ------------
Net (loss) income                                                 $     (2,482)   $        130
                                                                  ============    ============
Net (loss) income per share - basic                               $      (0.38)   $       0.02
                                                                  ============    ============
Net (loss) income per share - diluted                             $      (0.38)   $       0.02
                                                                  ============    ============
Weighted average number of shares - basic                                6,499           5,839
                                                                  ============    ============
Weighted average number of shares - diluted                              6,499           5,841
                                                                  ============    ============


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Operations (unaudited)
(in thousands, except per share amounts)
----------------------------------------------------------------------------------------------


                                                                      Nine Months Ended
                                                                September 30,        October 2,
                                                                        1998              1999
                                                                ------------      ------------
<S>                                                             <C>               <C>
Sales                                                           $    150,406      $    157,327
Cost of sales                                                        135,738           141,962
                                                                ------------      ------------
Gross profit                                                          14,668            15,365
Selling, general and administrative expenses                          12,984            13,593
Litigation and settlement costs                                        2,254             1,981
                                                                ------------      ------------
Loss from operations                                                    (570)             (209)
Interest expense                                                         552             1,060
Other income (loss), net                                                  91            (1,417)
                                                                ------------      ------------
(Loss) income before provision for taxes                              (1,213)              148
Income tax (benefit) expense                                            (486)               59
                                                                ------------      ------------
Net (loss) income                                               $       (727)     $         89
                                                                ============      ============
Net (loss) income per share - basic                             $      (0.11)     $       0.02
                                                                ============      ============
Net (loss) income per share - diluted                           $      (0.11)     $       0.02
                                                                ============      ============
Weighted average number of shares - basic                              6,495             5,839
                                                                ============      ============
Weighted average number of shares - diluted                            6,519             5,841
                                                                ============      ============


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
(in thousands)
--------------------------------------------------------------------------------------------------------


                                              Common Stock          Additional
                                        -----------------------        paid-in     Retained
                                            Shares       Amount        capital     earnings        Total
                                        ----------   ----------     ----------   ----------   ----------
<S>                                          <C>     <C>            <C>          <C>          <C>
Balance, December 31, 1997                   6,343   $   10,810     $    1,488   $   11,995   $   24,293
Net income                                      --           --             --          409          409
Common stock issued upon exercise
 of common stock options                       252        1,954             --           --        1,954
Stock repurchase                              (705)      (3,160)           (16)        (271)      (3,447)
                                        ----------   ----------     ----------   ----------   ----------
Balance, December 31, 1998                   5,890        9,604          1,472       12,133       23,209
                                        ----------   ----------     ----------   ----------   ----------
Net income                                      --           --             --           89           89
Stock repurchase                              (110)        (571)            --           --         (571)
                                        ----------   ----------     ----------   ----------   ----------
Balance, October 2, 1999                     5,780        9,033          1,472       12,222       22,727
                                        ==========   ==========     ==========   ==========   ==========


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Cash Flows (unaudited)
(in thousands)
------------------------------------------------------------------------------------------------------------


                                                                                      Nine Months Ended
                                                                                September 30,      October 2,
                                                                                        1998            1999
                                                                                ------------    ------------
<S>                                                                             <C>            <C>
Cash flows from operating activities:
     Net (loss) income                                                          $       (727)   $         89
     Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
             Gain on asset disposition                                                    --          (1,340)
             Depreciation and amortization                                             1,565           1,679
             Changes in current assets and liabilities:
             Accounts receivable                                                       1,491           6,477
             Inventories                                                              (7,922)        (21,252)
             Prepaid expenses and other                                               (1,640)            731
             Other assets                                                                 18              23
             Accounts payable                                                          7,720          (1,508)
             Income taxes payable                                                       (405)             (6)
             Accrued liabilities and other obligations                                   668             104
                                                                                ------------    ------------

Net cash provided (used in) by  operating activities                                     768         (15,003)
                                                                                ------------    ------------

Cash flows from investing activities:
     Capital expenditures                                                               (774)           (440)
     Lease abatement                                                                      --           1,104
     Proceeds from sale of equipment                                                      33           5,738
                                                                                ------------    ------------
Net cash (used in) provided by investing activities                                     (741)          6,402
                                                                                ------------    ------------

Cash flows from financing activities:
     Net borrowings on notes payable                                                     347           7,334
     (Repayments) proceeds from long-term debt                                          (969)            750
     Principal payments on capital lease obligation                                      (13)            (14)
     Proceeds from issuance of common stock                                            1,954              --
     Repurchase of common stock                                                       (1,106)           (571)
                                                                                ------------    ------------
Net cash provided by financing activities                                                213           7,499
                                                                                ------------    ------------

Net increase (decrease) in cash and cash equivalents                                     240          (1,102)

Cash and cash equivalents, beginning of period                                           103           1,310
                                                                                ------------    ------------

Cash and cash equivalents, end of period                                        $        343    $        208
                                                                                ============    ============


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       7
<PAGE>
SMC Corporation
Form 10-Q
For the Third Quarter Ended October 2, 1999 (unaudited)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

1.  Basis of Presentation of Interim Period Statements

    The accompanying financial statements are unaudited and have been prepared
    by SMC Corporation (the "Company") pursuant to the rules and regulations of
    the Securities and Exchange Commission. Certain information and footnote
    disclosures typically included in financial statements prepared in
    accordance with generally accepted accounting principles have been condensed
    or omitted pursuant to such rules and regulations. In the opinion of
    management, the financial statements include all adjustments, consisting
    only of normal recurring adjustments, necessary for a fair presentation of
    the results for the interim periods reported. The financial statements
    should be read in conjunction with the audited financial statements and
    notes thereto included in the 1998 Annual Report on Form 10-K filed with the
    Securities and Exchange Commission. The results of operations for an interim
    period are not necessarily indicative of the results of operations for a
    full year.

2.  Inventories

    Inventories by major classification are as follows (in thousands):

<TABLE>
<CAPTION>
                                                 December 31,       October 2,
                                                        1998             1999
                                                 ------------    ------------
         <S>                                     <C>             <C>
         Raw materials                           $     14,982    $     15,337
         Work-in-progress                               8,527          12,186
         Finished goods                                 3,206          20,444
                                                 ------------    ------------
         Total                                   $     26,715    $     47,967
                                                 ============    ============
</TABLE>

3.  Earnings Per Share

    The Company adopted FASB Statement 128, "Earnings Per Share," in the fourth
    quarter of 1997. FASB 128 requires dual presentation of basic and diluted
    EPS. Previously, the Company had presented primary EPS. Diluted EPS is
    calculated by dividing net income by the total of the weighted average
    actual shares outstanding for each period plus the number of shares
    calculated as having dilutive impact, if any, related to the stock options
    under the Company's Stock Incentive Plan, and the warrants issued in
    conjunction with the Company's initial public offering. Previously reported
    amounts for primary EPS are the same as the diluted EPS amounts now
    reported. Basic EPS is computed by dividing the net income by the weighted
    average actual shares outstanding for each period presented with no
    consideration as to the dilutive impact of the Company's outstanding stock
    options or warrants.

                                       8
<PAGE>
4.  Related Party Transactions

    During the three month and nine month periods ended October 2, 1999, the
    Company purchased electronic parts for a total amount of $216,000 and
    $683,000, respectively, from a supplier company that is owned by a principal
    related to an officer of the Company.

5.  Comprehensive Income

    In June 1997, Financial Accounting Standards Board ("FASB") issued
    Statements of Financial Accounting Standards, No. 130, "Reporting
    Comprehensive Income." The Company has adopted the standard as of January 1,
    1998. Total comprehensive income for the three-month and nine-month periods
    ended September 30, 1998 and October 2, 1999 was net income (loss) of ($2.5
    million) and $130,000 and net income (losses) of ($727,000) and $89,000,
    respectively.

                                       9
<PAGE>
                                   SIGNATURES

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


                                       SMC CORPORATION



Date:  December 10, 1999               By: WILLIAM L. RICH
                                           -------------------------------------
                                           William L. Rich
                                           Chief Financial Officer,
                                           SMC Corporation

                                       10