UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                            FORM 10-Q
                           ___________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 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 1-8782

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

               DELAWARE                        16-1224655
     (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)         Identification No.)

      1000 University Avenue, Rochester, New York  14692
     (Address of principal executive offices)      (Zip Code)


Registrant's telephone number, including area code:   (716) 473-1000

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 outstanding of the registrant's Common
stock, par value $1 per share, at September 30, 1999 was 9,586,178
shares.

<PAGE>


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>

                    GLEASON CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
<CAPTION>
                                                    (Dollars in thousands)
                                                  SEPTEMBER 30   DECEMBER 31
                                                       1999          1998
<S>                                                <C>           <C>
Assets
Current assets
  Cash and equivalents                             $   7,474     $  13,229
  Trade accounts receivable                           78,201        89,095
  Inventories                                         76,380        58,614
  Other current assets                                15,314        16,094
    Total current assets                             177,369       177,032

Property, plant and equipment, at cost               271,089       265,790
  Less accumulated depreciation                      145,366       133,468
                                                     125,723       132,322

Goodwill                                              18,558        16,682
Other assets                                          14,508        14,433

Total assets                                       $ 336,158     $ 340,469

Liabilities and Stockholders' Equity

Current liabilities
  Short-term borrowings                            $   7,380     $   1,853
  Current portion of long-term debt                      318             8
  Trade accounts payable                              28,175        33,421
  Income taxes                                         6,102         6,790
  Other current liabilities                           63,412        62,485
    Total current liabilities                        105,387       104,557

Long-term debt                                        24,363        28,906
Pension plans and other retiree benefits              65,856        66,163
Other liabilities                                     12,397        12,872

  Total liabilities                                  208,003       212,498

Stockholders' equity
  Common stock                                        11,594        11,594
  Additional paid-in capital                          11,914        12,443
  Retained earnings                                  138,488       131,323
  Accumulated other comprehensive income              (6,059)       (5,688)

                                                     155,937       149,672
  Less treasury stock, at cost                        27,782        21,701

  Total stockholders' equity                         128,155       127,971

Total liabilities and stockholders' equity         $ 336,158     $ 340,469

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
                    GLEASON CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)
<CAPTION>
                                                    (Dollars in thousands,
                                                   except per share amounts)
                                                      THREE MONTHS ENDED
                                                         SEPTEMBER 30
                                                      1999         1998
<S>                                               <C>         <C>
Net sales                                          $ 79,799     $ 96,879

Costs and expenses
  Cost of products sold                              53,598       65,531
  Selling, general and
    administrative expenses                          19,354       18,788
  Research and development expenses                   1,819        2,869
  Interest expense -- net                               308          137
  Other (income) -- net                                (318)        (273)

Income before income taxes                            5,038        9,827

Provision for income taxes                            2,022        3,846

Net income                                         $  3,016     $  5,981


Earnings per common share:
  Basic                                            $    .31     $    .57
  Diluted                                          $    .31     $    .55

Weighted average number of common shares
  outstanding:
  Basic                                           9,586,185   10,479,530
  Diluted                                         9,832,136   10,832,950

Cash dividends declared per common share           $  .0625     $  .0625

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>

                   GLEASON CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)
<CAPTION>
                                                    (Dollars in thousands,
                                                   except per share amounts)
                                                      NINE MONTHS ENDED
                                                         SEPTEMBER 30
                                                       1999         1998
<S>                                                 <C>         <C>
Net sales                                           $ 246,611    $ 300,447

Costs and expenses
  Cost of products sold                               168,909      207,271
  Selling, general and
    administrative expenses                            55,083       53,318
  Research and development expenses                     6,593        7,775
  Restructuring costs                                   1,200           --
  Loss on settlement of pension plan                       --        2,031
  Interest expense -- net                                 662          779
  Other (income) -- net                                (1,287)        (344)

Income before income taxes                             15,451       29,617

Provision for income taxes                              6,465       11,867

Net income                                          $   8,986    $  17,750


Earnings per common share:
  Basic                                             $     .93    $    1.69
  Diluted                                           $     .90    $    1.63

Weighted average number of common shares outstanding:
  Basic                                             9,687,252   10,482,297
  Diluted                                           9,938,302   10,885,535

Cash dividends declared per common share            $   .1875    $   .1875


<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>

                  GLEASON CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
<CAPTION>
                                                    (Dollars in thousands)
                                                       NINE MONTHS ENDED
                                                          SEPTEMBER 30
                                                        1999        1998
<S>                                                 <C>         <C>
Cash flows from operating activities:
  Net income                                        $   8,986   $  17,750
  Adjustments to reconcile net income
    to net cash provided by operating activities:
    Loss on settlement of pension plan                     --       2,031
    Depreciation and amortization                      17,204      16,004
    (Gain) loss on disposals of property, plant
      and equipment                                    (1,123)        209
    Provision for deferred income taxes                 1,975       1,030
    Changes in operating assets and liabilities:
      Decrease in accounts receivable                  12,967      11,147
      (Increase) in inventories                       (15,461)     (2,926)
      (Increase) decrease in other current assets       1,070        (533)
      (Decrease) in trade accounts payable             (6,373)       (155)
      (Decrease) in all other current operating
         liabilities                                  ( 5,040)     (8,882)
      Other, net                                        2,038       1,078

  Net cash provided by operating activities            16,243      36,753

Cash flows from investing activities:
  Capital expenditures                                (15,702)    (17,835)
  Acquisition of business, net of cash acquired           365          --
  Proceeds from asset disposals                         4,808         209
  Proceeds from collection of notes receivable             --          27

   Net cash (used in) investing activities            (10,529)    (17,599)

Cash flows from financing activities:
  (Repayments of) short-term borrowings                   (19)     (1,490)
  Net (repayments) under term loan and
         revolving credit agreements                   (2,980)     (9,310)
  Net proceeds from (repayment of) long-term debt         398      (1,574)
  Purchase of treasury stock                           (7,213)     (5,421)
  Net stock issues                                        602         701
  Dividends paid                                       (1,821)     (1,968)

   Net cash (used in) financing activities            (11,033)    (19,062)

Effect of exchange rate changes on cash
  and equivalents                                        (436)        245

Increase (decrease) in cash and equivalents            (5,755)        337
Cash and equivalents, beginning                        13,229      12,478

Cash and equivalents, ending                        $   7,474   $  12,815

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>


                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 1999
                               (Unaudited)


1.   In the opinion of management, the accompanying unaudited
     consolidated financial statements contain all adjustments
     necessary to present fairly (a) the results of operations
     for the three- and nine-month periods ended September 30,
     1999 and 1998, (b) the financial position at September 30,
     1999 and December 31, 1998, and (c) the cash flows for the
     nine-month periods ended September 30, 1999 and 1998, of
     Gleason Corporation and subsidiaries.

2.   The results of operations for the nine-month period ended
     September 30, 1999 are not necessarily indicative of the
     results to be expected for the full year.

3.   All significant intercompany transactions are eliminated in
     consolidation.

4.   The components of inventories were as follows:

     (In thousands)                 9/30/99      12/31/98
     Raw materials and
       purchased parts             $ 13,139      $ 12,626
     Work in process                 44,462        33,508
     Finished goods                  18,779        12,480

                                   $ 76,380      $ 58,614


5.   Net cash payments for income taxes were $5,239,000 and
     $13,865,000 for the nine months ended September 30, 1999 and
     1998, respectively.  Interest payments were $929,000 and
     $1,583,000 for the nine months ended September 30, 1999 and
     1998, respectively.

6.   Comprehensive income includes all changes in equity during a
     period except those resulting from transactions with owners of
     the Company.  The components of the Company's comprehensive
     income for the three- and nine-month periods ended September 30,
     1999 and 1998 were as follows:

<TABLE>
<CAPTION>

                                   Three Months Ended       Nine Months Ended
                                      September 30             September 30
     (In thousands)                  1999      1998          1999       1998
     <S>                           <C>       <C>           <C>       <C>
     Net income                    $ 3,016   $ 5,981       $ 8,986   $ 17,750
     Foreign currency translation
      adjustments                    2,011       546          (401)       553
     Minimum pension liability
      adjustments                      (10)     (560)           30       (560)

     Comprehensive income          $ 5,017   $ 5,967       $ 8,615   $ 17,743

</TABLE>
<PAGE>

     The components of accumulated other comprehensive income
     shown on the balance sheet were as follows:


     (In thousands)                            9/30/99        12/31/98
     Cumulative foreign currency
       translation adjustments                $ (3,836)       $ (3,435)
     Minimum pension liability adjustments      (2,223)         (2,253)
     Accumulated other comprehensive
      income                                  $ (6,059)       $ (5,688)


7.   The Company adopted Statement of Financial Accounting
     Standards No. 131, "Disclosure about Segments of an
     Enterprise and Related Information" (FAS No. 131), at
     December 31, 1998. The Company's operations are treated as
     one operating segment.  The principal activity within this
     operating segment is the design, manufacture and sale of
     machinery and equipment for the production of gears.  As a
     result, the financial information disclosed herein
     represents all of the financial information related to the
     Company's principal operating segment.

8.   The Company has not yet adopted Statement of Financial
     Accounting Standards No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" (FAS No. 133), which
     provides new guidelines for accounting for derivative
     instruments.  FAS No. 133 requires companies to recognize
     all derivatives on the balance sheet at fair value.  Gains
     or losses resulting from changes in the values of the
     derivatives would be accounted for depending on the use of
     the derivative and whether it qualifies for hedge
     accounting.  The Company is currently analyzing what impact
     the new guidelines will have on the Company.  This Statement
     is effective for fiscal years beginning after June 15, 2000.

<PAGE>


                    GLEASON CORPORATION AND SUBSIDIARIES

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

The following are management's comments relating to significant
changes in the results of operations for the three- and nine-
month periods ended September 30, 1999 and 1998 and in the
Company's financial condition during the nine months ended
September 30, 1999.

Results of Operations

All references to earnings per share reflect diluted earnings per
share.

Net income for the third quarter ended September 30, 1999 was
$3.0 million, or $.31 per share, compared to $6.0 million, or
$.55 per share, for the 1998 third quarter.  Net income for the
nine months ended September 30, 1999 was $9.0 million, or $.90
per share, compared to $17.8 million, or $1.63 per share, for the
1998 nine-month period.  Net income for the nine months of 1999
included charges of $1.2 million (pre-tax and after-tax) for
restructuring costs and $.9 million ($.6 million after-tax)
associated with other cost reduction programs.  These combined
charges reduced earnings by $.18 per share.  Net income for the
nine months of 1998 included a non-cash charge of $2.0 million
($1.2 million after-tax), or $.11 per share, resulting from the
settlement of a pension plan.

Net orders levels for the 1999 third quarter totaled $90.8
million, up 3% compared to $88.1 million in the 1998 third quarter.
Net order levels for the 1999 nine-month period were $262.3
million, 3% lower than the 1998 nine-month period of $269.7
million.  Net order levels in the 1999 third quarter were $3.6
million higher due to the foreign exchange translation effect
from the revaluation of backlog of the Company's foreign
subsidiaries.

Consolidated backlog was $155.6 million at September 30, 1999
compared to $132.5 million at December 31, 1998 and $146.9
million at September 30,1998.  The Company assumed a backlog of
$7.4 million with its purchase of 80% of OGA Corporation, the
Company's sales and service representative in Japan and Taiwan,
in the first quarter of 1999, making it wholly-owned by the
Company.

<PAGE


Net sales were $79.8 million and $246.6 million for the 1999
three- and nine-month periods compared to $96.9 million and
$300.4 million in the respective prior year periods.  Net sales
for gear production machine products decreased 26% for both the
1999 three- and nine-month periods primarily due to lower
shipments of cylindrical gear production machines to U.S.
customers.  Demand for metalworking machinery, in general, in the
U.S. market is down by more than one-third over the past year.
Combined sales of tooling and after-market products are down
slightly in the three- and nine-month periods of 1999 compared to
the prior year periods.  The Company expects that sales and operating
income will be higher in the fourth quarter of 1999 compared to
each of the prior three quarters.  Machine shipments are
frequently the highest in the fourth quarter, as many customers
request delivery prior to their fiscal year-end.

Cost of products sold as a percentage of sales were 67.2% and
68.5% for the three- and nine-month periods ended September 30,
1999 compared to 67.6% and 69.0% for the comparable 1998 periods.
Margins are heavily impacted by the mix of products sold.
Machines, in general, carry higher cost of sales percentages than
tooling and other products.   The improvement in margins for both
the three- and nine-month periods is due mainly to a lower
percentage of machines, particularly cylindrical gear production
machines, and a higher percentage of tooling and other
aftermarket products in the sales mix.   The favorable product
mix was partially offset by the negative impact of lower
production volumes resulting in less coverage of fixed operating costs.

Selling, general and administrative expenses were $19.4 million,
or 24.2% of sales, for the third quarter of 1999 compared to
$18.8 million, or 19.4% of sales, in the 1998 third quarter.  For
the first nine months of 1999 these expenses totaled $55.1
million, or 22.3% of sales, compared to $53.3 million, or 17.8%
of sales, for the prior year period.  In the second quarter of
1999, the Company recorded $.9 million ($.6 million after-tax) of
costs related to staff reduction actions.  Excluding this charge,
spending as a percentage of sales for the nine-month period was
22.0% of sales.  Spending as a percentage of sales increased in
1999 primarily due to lower sales volumes to cover the Company's
fixed selling costs.  In addition, with the acquisition of OGA
Corporation, the Company has increased its fixed selling costs.
In prior years, sales to customers in Japan and Taiwan would have
resulted in a variable commission expense.  Other factors
contributing to the higher level of spending in 1999 are the
Company's global information systems project and the higher level
of legal expenses incurred for the prosecution and enforcement of
intellectual property rights.

Research and development spending was $1.8 million and $6.6
million in the third quarter and first nine months of 1999,
respectively, compared to $2.9 million and $7.8 million in the
respective prior year periods.  Development spending in the 1999
first nine months included new product development programs for
gear production machines, including the Company's new GP series

<PAGE>


of cylindrical gear machines and the POWER CUTTING (Trade Mark) process
for bevel gear machines.  The Company expects that development
spending will be lower for the 1999 full year compared to 1998.

Other income in the first nine months of 1999 was $.9 million
higher than the prior year.  The 1999 amount included a combined
net gain on the sale of certain assets, including real estate, in
the first quarter of $.8 million.  The after-tax effect on income
of this net gain was $.5 million, or $.05 per share.

In addition to the restructuring charges initially recorded in
connection with the Pfauter acquisition, the Company accrued $1.2
million after-tax, or $.12 per share, in the second quarter of
1999 for costs associated with the closure of the Company's
Italian operations.  These plants, which manufacture cylindrical
gear machinery, have combined employment of approximately 140
persons and were acquired as part of the Company's Pfauter
acquisition in 1997.  On November 3, 1999 the Company completed
the sale of its Italian plants to European Kinetic Systems
(E.K.S.) BV, a Dutch subsidiary company of Paritel S.p.A, an
Italian company.  The loss on the sale of these operations will
be fully covered by accrued liabilities previously established in
connection with this matter.  It is expected that the sale of
these operations will result in a decrease in fixed operating
costs and an improvement in operating margins beginning next year.

The Company's provision for income taxes as a percentage of
income before taxes was 40.1% for the 1999 third quarter and
41.8% for the first nine months, compared to 39.1% and 40.1% for
the respective 1998 periods.  The Company did not recognize a tax
benefit on the $1.2 million of restructuring charges accrued in
the second quarter.  Excluding this $1.2 million charge, the
effective tax rates for the 1999 nine month period would be
38.8%.  The levels of income generated in different taxing
jurisdictions impact the Company's consolidated effective tax
rate.  The effective tax rate for the 1999 nine-month period,
excluding the restructuring charge, decreased due to a lower
percentage of income from Germany and Italy, which have higher
statutory tax rates compared to other jurisdictions in which the
Company has operations.

Liquidity and Capital Resources

Cash and cash equivalents decreased $5.8 million in the first
nine months of 1999 to $7.5 million.  Borrowings under the
Company's revolving credit facilities decreased to $23.4 million
at September 30, 1999 from $28.7 million at December 31, 1998.
Available unused short and long-term credit lines with banks,
including the revolving credit facilities, totaled $95.0 million
at September 30, 1999.  Dividend payments to stockholders totaled
$1.8 million in the first nine months of 1999.

Operating activities in the first nine months provided cash of
$16.2 million versus $36.8 million in the comparable 1998 period.
Operating cash flows were lower in the 1999 first nine months due to

<PAGE>


lower operating earnings before depreciation and amortization and
increases in working capital.  Working capital levels were higher
in the 1999 nine-month period due to larger increases in
inventories and a bigger decrease in trade accounts payable than
in the prior year period.  Inventory levels increased by more in
the 1999 nine-month period primarily due to delays in certain
machine shipments and a greater mix of larger machines which have
longer production times compared to the prior year.

Investing activities used $10.5 million of cash in the 1999 nine-
month period and $17.6 million of cash in the comparable prior
year period.  Capital expenditures totaled $15.7 million in the
nine months of 1999 compared to $17.8 million in the 1998 period.
Capital expenditures for the 1999 full year are expected to
approximate depreciation expense with spending planned for
equipment to upgrade existing production facilities and
investments in information technology, including costs for
hardware, software and consulting services to support the
implementation of the Company's global enterprise resource
planning (ERP) system.  The Company paid cash of $3.4 million to
acquire the remaining 80% of OGA Corporation in the first quarter
of 1999.  Cash of $3.7 million was assumed as part of this
acquisition.  Other investing activities in 1999 included the
receipt of $4.8 million related to the sale of certain assets,
including real estate.

In the first nine months of 1999 the Company used $7.2 million to
repurchase 432,700 shares of Common Stock.  In October 1998, the
Company's Board of Directors authorized the repurchase of up to
10% of the Company's outstanding shares, of which 317,134 shares
remained available for purchase as of September 30, 1999.

Management believes that the Company's cash balances, borrowing
capacity under its lines of credit and anticipated funds from
operations will be sufficient to meet its near-term operating and
investing activities and that it will be able to obtain
additional long-term financing if such financing is required.


Year 2000 Readiness Disclosure

State of Readiness

Since 1997, the Company has undertaken a Year 2000 Program to
ensure that the Company's business critical computer systems will
be able to function without significant disruption because of the
use in the Year 2000 of computer date systems which were designed
using only two digits to identify the year in the date field and
without considering the effect of a change in the century
designation.  The Company's Program addresses major information
technology and non-information technology (embedded chips) areas
including: business computer systems (such as financial,
manufacturing and sales and marketing systems); manufacturing,

<PAGE>


warehousing and servicing equipment (such as manufacturing
execution systems and shop floor controls); technical
infrastructure (such as workstations, mainframes, servers and
operating systems); end-user computing (personal computers); the
readiness of suppliers, agents and service providers; facilities;
research and development test facilities; and the Company's
products.  The Program includes the following phases: inventory /
identification; impact analysis / risk evaluation; remediation;
testing; and implementation.

The Company has completed the remediation and testing of its
major business information systems which it identified as non-
compliant.  Other major equipment, processes and systems have
also been evaluated.  Those systems, equipment and processes
which were identified as non-compliant have been  upgraded,
modified or replaced so that they will properly process dates
beyond December 31, 1999.

The Company has contacted its significant suppliers and other
third parties with whom the Company has relationships in order to
determine whether their operations and the products and services
they provide are Year 2000 compliant.  The Company has received
responses from all of its major suppliers relative to their
progress with Year 2000 readiness efforts.  Follow-up and
monitoring activities of the Company's major suppliers is
continuing as required.  While the actions of these entities are
largely outside the Company's control, where practical, the
Company will attempt to mitigate its risks with respect to the
failure of these parties to be Year 2000 ready.  However, such
failures remain a possibility and could have an adverse impact on
the Company's results of operations or financial condition.  The
Company will continue to evaluate the nature of these risks, but
is unable to determine the probability that any such risk will
occur, or if it does, what the nature, length or other effect, if
any, it may have on the Company.

The Company has evaluated the products it has sold and is
currently selling, to determine if any potential Year 2000 issues
exist.  The Company believes, based on its own testing and/or
information received from its suppliers, that all of the products
it currently sells are compliant and that products formerly sold
are either compliant or can be made compliant at a minimal cost.


Cost:

The Company estimates that the cumulative costs of its Year 2000
Program will be approximately $.9 million, of which approximately
$.8 million was incurred through September 30, 1999.  These
costs, which are primarily for modifying and upgrading software
programs, are being funded from internally-generated funds, are
being expensed as incurred and are not expected to be material to
the Company's financial condition.  The Company does not
separately track its internal costs, principally payroll and
related expenses of certain information systems personnel, for
the Year 2000 Program.

<PAGE>


Risks:

The Company believes that the activities it is undertaking in
connection with its Year 2000 Program should satisfactorily
reduce the risk of or resolve Year 2000 issues.  However, as is
true for most companies, the Year 2000 issue creates a risk for
the Company.  If date information is not correctly recognized or
processed for years after 1999, there could be an adverse impact
on the Company's operations and financial results.  Thus, if
necessary modifications and upgrades to the Company's systems and
equipment are not operationally effective on a timely basis, the
Year 2000 issue could have a material impact on the operations
and financial results of the Company.  Likewise, if a significant
number of suppliers or key vendors of the Company are not Year 2000
compliant, the ability of the Company to obtain necessary materials
or to manufacture, deliver or sell the Company's products could
be impaired.  Disruption of the Company's or its suppliers and
vendors' information technology systems and embedded chips, as well
as the cost of avoiding such disruption, could have a material
adverse effect upon the Company's financial condition and results
of operations.

The Company is uncertain as to its most reasonably likely worst
case Year 2000 scenario.  However, customers not satisfied with
the Company's timetable for its Year 2000 Program or the
Company's efforts to remediate any failure to be Year 2000
compliant may choose to delay or cancel orders for the Company's
products, which could have a material adverse effect on the
Company's business, financial condition or results of operations.
To date, there has been no indication that any customer has
chosen to delay or cancel orders due to Year 2000 concerns.

Contingency Plans:

The Company believes its Year 2000 Program is designed to
safeguard the interests of the Company and its customers.  The
Company believes that this Program will minimize the risk of a
Year 2000 issue serious enough to cause significant operational
problems.  However, a failure to timely identify all Year 2000
dependencies in the Company's systems, equipment or processes, or
those of its suppliers or other third parties, or a delay or
failure to remediate any Year 2000 defects, could have material
adverse consequences.  The Company is in the process of
considering contingency plans for continuing operations in the
event such problems arise, but there can be no assurance that any
such contingency plans will successfully address all
contingencies that may arise.

Euro Conversion

The Company sells products and has operations in several European
countries which have begun conversion in 1999 to the new common
currency (the Euro) used by members of the European Union.  The
Company does not anticipate any significant risk to its
operations as a result of the conversion.

<PAGE>


Market Risk Disclosures

The Company is exposed to market risk arising from its global
operating and financing activities. The Company manufactures its
products in the United States, Germany, the United Kingdom,
Italy, Switzerland and India and sells its products to customers
in over 35 countries.  The Company's results of operations could
be significantly impacted by such factors as changes in foreign
currency exchange rates or weak economic conditions in foreign
markets.  In an attempt to mitigate the short-term effect of
currency fluctuations, the Company enters into forward exchange
contracts to hedge specific foreign currency transactions entered
into in the ordinary course of business.  Gains and losses on
such forward contracts offset the gains and losses on the
transactions being hedged.

The Company is exposed to interest rate risk related to its
outstanding debt.  The Company utilizes both U.S. dollar
denominated and foreign currency denominated borrowings under its
revolving credit facility and various short-term credit lines to
fund its working capital needs.  The revolving credit facility
provides for the Company to borrow on a spread over LIBOR as
determined by certain financial ratios which are adjusted on a
quarterly basis. The Company does not currently invest in
derivative instruments such as interest rate swaps or options to
hedge its exposure to interest rate fluctuations.

The Company does not use derivative financial instruments for
speculative or trading purposes. There has been no material change
in the Company's market risk exposure in the third quarter of 1999.

Forward Looking Statements

This report and other documents or oral statements which have
been and will be prepared or made in the future contain or may
contain forward-looking statements by or on behalf of the
Company.  Forward-looking statements are subject to a number of
factors that could cause actual results to differ materially from
those expected.  Risk factors associated with future sales
levels include, but are not limited to, the Company's ability to
complete the manufacture of products scheduled to ship, obtain
customer cooperation to provide necessary commercial and
production information to satisfy contractual requirements for
shipment, manage costs and expenses in line with budgets, and
properly estimate incoming orders that will ship in that quarter.

Risk factors associated with the Company's Year 2000 Program
include, but are not limited to, unforeseen Year 2000 issues
affecting the Company's systems, infrastructure, embedded
technologies and products, including issues arising from any
inaccuracy in the inventory, assessment, remediation or testing
done by the Company, and the failure of third parties with whom
the Company has relationships to effectively address their Year
2000 issues.

<PAGE>


Risk factors associated with the adoption of the Euro currency
include, but are not limited to, delays, or unforeseen
difficulties in transitioning the Company's business information
systems to be made Euro compliant.  Such delays or difficulties
could result in the Company incurring significant costs or may
impact the Company's ability to obtain and process customer
orders.








POWER CUTTING is a trademark of The Gleason Works.

<PAGE>



PART II - OTHER INFORMATION

Item 1.  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

                  None.


Item 5.  Other Information

                  None.


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Exhibit 27 :    Financial Data Schedule - Nine Months
                              Ended September 30, 1999



         (b)  Reports on Form 8-K

              None.

<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.






                                        GLEASON CORPORATION
                                        Registrant




DATE:  November 15, 1999                         John J.Perrotti
                                                 John J. Perrotti
                                          Vice President - Finance and Treasurer
                                              (Chief Financial Officer)