SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


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



For Quarter Ended June 30, 1999                    Commission File Number 0-7475
-------------------------------                    -----------------------------


                            PHOTO CONTROL CORPORATION
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)


Minnesota                                                   41-0831186
---------                                                   ----------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)


4800 Quebec Avenue North, Minneapolis, Minnesota                     55428
------------------------------------------------                     -----
  (Address of Principal Executive Offices)                         (Zip Code)


Registrant's Telephone Number  (612) 537-3601
                               --------------

--------------------------------------------------------------------------------
    (Former name, former address, and former fiscal year if changes 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 twelve 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 ___


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.

     Class                                          Outstanding at July 15, 1999
---------------------------------------             ----------------------------
Common Stock, par value $.08                                1,604,163 Shares


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<PAGE>


                            PHOTO CONTROL CORPORATION
                                      INDEX
                             ------------------------




PART I                                                               Page Number
------                                                               -----------

     ITEM 1:  Financial Information

               Consolidated Balance Sheet -
                 June 30, 1999 and December 31, 1998                       3

               Consolidated Statement of Operations -
                 Six Months and Three Months Ended
                 June 30, 1999 and 1998                                    4

               Consolidated Statement of Cash Flows -
                 Six Months Ended June 30, 1999 and 1998                   5

               Notes to Consolidated Financial
                 Statements                                                6

     ITEM 2:   Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations                                                7


PART II
-------

     ITEM 4:  Results of Vote of Security Holders                          10

     ITEM 6:  Exhibits and Reports on Form 8-K                             10


                                       2
<PAGE>


                            PHOTO CONTROL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                    JUNE 30       DECEMBER 31
                                                      1999            1998
                                                      ----            ----
          ASSETS
          ------
Current Assets
--------------
    Cash                                          $   411,706     $   731,426
    Accounts Receivable                               844,423         338,893
    Inventories                                     4,721,141       4,114,655
    Prepaid Expenses                                   15,881          65,645
                                                  -----------     -----------
            Total Current Assets                    5,993,151       5,250,619
                                                  -----------     -----------

Other Assets
------------
    Cash Value of Life Insurance                      298,560         285,066
    Deferred Income Taxes                             160,000         160,000
                                                  -----------     -----------
            Total Investments and Other Assets        458,560         445,066
                                                  -----------     -----------

Plant and Equipment
-------------------
    Land and Building                               2,145,980       2,222,350
    Machinery and Equipment                         3,144,679       3,428,283
    Accumulated Depreciation                       (3,706,085)     (3,893,387)
                                                  -----------     -----------
            Total Plant and Equipment               1,584,574       1,757,246
                                                  -----------     -----------
                                                  $ 8,036,285     $ 7,452,931
                                                  ===========     ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY
          ------------------------------------

Current Liabilities
-------------------
    Accounts Payable                                  537,707         103,908
    Accrued Payroll and Employee Benefits             169,150         137,378
    Accrued Expenses                                  231,658         238,834
     Customer Deposit                                 406,250         406,250
                                                  -----------     -----------
            Total Current Liabilities               1,344,765         886,370
                                                  -----------     -----------

Deferred Compensation                                 657,661         615,899
---------------------                             -----------     -----------

Stockholders' Equity
--------------------
    Common Stock                                      128,333         128,333
    Additional Paid-In Capital                      1,393,484       1,393,484
    Retained Earnings                               4,512,042       4,428,845
                                                  -----------     -----------
            Total Stockholders' Equity              6,033,859       5,950,662
                                                  -----------     -----------
                                                  $ 8,036,285     $ 7,452,931
                                                  ===========     ===========


                 See accompanying notes to financial statements.


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<PAGE>


                            PHOTO CONTROL CORPORATION

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (unaudited)

<TABLE>
<CAPTION>
                                          THREE MONTHS                   SIX MONTHS
                                          ENDED JUNE 30                 ENDED JUNE 30
                                          -------------                 -------------

                                       1999           1998           1999           1998
                                       ----           ----           ----           ----
<S>                                <C>            <C>            <C>            <C>
Net Sales                          $ 2,744,327    $ 3,151,947    $ 4,573,879    $ 5,098,993
Cost of Sales                        1,881,113      2,331,294      3,234,830      4,138,583
                                   -----------    -----------    -----------    -----------
  Gross Profit                         863,214        820,653      1,339,049        960,410

Expenses
    Marketing & Administrative         425,089        445,078        924,660        977,027
    Research, Development & Eng        154,901        208,841        331,191        439,457
    Interest                                           10,592                        10,592
                                   -----------    -----------    -----------    -----------
                                       579,990        664,511      1,255,851      1,427,076
                                   -----------    -----------    -----------    -----------

Net Income(Loss)                   $   283,224    $   156,142    $    83,198    $  (466,666)
                                   ===========    ===========    ===========    ===========


Net Income(Loss)Per Common
  Share                            $       .17    $       .10    $       .05    $      (.29)
                                   ===========    ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.


                                        4
<PAGE>


                            PHOTO CONTROL CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         SIX MONTHS
                                                                        ENDED JUNE 30
                                                                        -------------

                                                                     1999            1998
                                                                     ----            ----
<S>                                                              <C>             <C>
Cash flows from operating activities:
      Net(Loss)from operations                                   $    83,198     $  (466,666)
      Items not affecting cash-
            Depreciation                                             144,000         162,000
            Deferred compensation                                     75,000          75,000
            Loss on sale of equipment                                 36,600          14,645
      Payment of deferred compensation                               (33,238)        (33,238)
      Change in:
                  Receivables                                       (505,530)       (741,693)
                  Inventories                                       (606,486)       (537,603)
                  Prepaid Expenses                                    49,764          49,818
                  Accounts Payable                                   433,798         191,536
                  Accrued Expenses                                    24,596         175,905
                                                                 -----------     -----------
                        Net cash used by operating activities       (298,298)     (1,110,296)
                                                                 -----------     -----------

Cash flows from investing activities:
      Additions to plant and equipment                                (7,928)       (259,270)
      Additions to cash value of life insurance                      (13,494)        (13,494)
      Proceeds from sale of equipment                                                 16,134
                                                                 -----------     -----------
                        Net cash used in investing activities        (21,422)       (256,630)
                                                                 -----------     -----------

Cash flow from financing activities:
      Borrowing on line of credit                                                    600,000
                                                                 -----------     -----------
                        Net cash used in financing activities                        600,000
                                                                 -----------     -----------

Change in cash                                                      (319,720)       (766,926)
Cash at beginning of period                                          731,426         808,169
                                                                 -----------     -----------

Cash at end of period                                            $   411,706     $    41,243
                                                                 ===========     ===========
</TABLE>


           See Accompanying notes to consolidated financial statements


                                        5
<PAGE>


                            PHOTO CONTROL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1999

                                   (UNAUDITED)

NOTE 1

     Notes to financial statements presented herein do not include all the
     footnotes normally presented in the Company's annual report to
     stockholders.

     The accompanying financial statements reflect, in the opinion of
     management, all normal and recurring adjustments necessary to a fair
     presentation of financial position, results of operations, and cash flows
     for the interim periods. The results for interim periods are not
     necessarily indicative of results to be expected for the year.

NOTE 2

     Inventories are analyzed as follows:

                                      JUNE 30       DECEMBER 31
                                       1999             1998
                                        ---             ----


        Raw Materials               $ 4,303,408     $ 4,261,234

        Work in Progress                487,094         172,227

        Finished Goods                1,482,639       1,143,194

        Reserve for Obsolescence    $(1,552,000)    $(1,462,000)
                                    -----------     -----------

                                      4,721,141     $ 4,114,655
                                    ===========     ===========

NOTE 3

     Net Income per common share is computed based on the weighted average
     number of common shares outstanding during the period when computing the
     basic earnings per share. When dilutive, stock options are included as
     equivalents using the Treasury Stock method when computing the diluted
     earnings per share.


                                       6
<PAGE>


                            PHOTO CONTROL CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATION


RESULTS OF OPERATIONS

Sales for the second quarter ended June 30, 1999 were $2,744,000, a decrease of
13.0% from the same quarter in the prior year. Sales for the six months ended
June 30, 1999 were $4,574,000, a decrease of 10.3% over the same period in the
prior year. Lighting sales increased $23,000 for the second quarter and $189,000
for the year to date period, as compared to the same periods in the prior year.
An increase in orders from large customers accounted for the sales increases in
the lighting product line. The camera product line accounts for a decrease in
sales of $99,000 for the second quarter and $281,000 for the year to date
period, as compared to the same periods in the prior year. The decline in camera
product line sales is primarily attributable to decreased ZIII model camera
sales. Sales of the third product line, printers, decreased by $332,000 for the
second quarter and $433,000 for the year to date period, as compared to the same
periods in the prior year. The sales trend for the printer line continues to
decline because the photographic printer market continues to experience
consolidation and excess capacity.

The Company has entered into an agreement with a major existing customer for the
sale of dual ported lens cameras. The dual ported lens camera simultaneously
captures both a film and digital image. The Company is presently developing the
camera to specifications in the agreement. It is anticipated that shipments will
commence in December of 1999 and extend up to 18 months thereafter, totaling
$6.3 million.

Under an agreement with Eastman Kodak Company, the Company will manufacture,
sell and service the new Kodak Professional Dual Capture Imaging System. The
system was developed by Kodak Professional, incorporating a beam splitter, video
camera and personal computer components. It generates a digital image file
simultaneous with the capture of a film image using the customer's traditional
film camera. The digital image file is used for immediate point-of-sale
presentation to the customer and printing of record images with an order
summary. Shipments of these systems are expected to commence in the third
quarter of 1999. The Dual Capture Imaging System is currently in field testing.

The gross profit margin for the second quarter of 1999 increased to 31.4% from
26.0% in the second quarter of 1998. The gross profit margin for the six months
ended June 30, 1998 increased to 29.3% from 18.8% in the prior year period.
Gross margin increased in the lighting and camera product lines. The lighting
line, which was moved from California to Minnesota is now fully integrated. The
improvement in the camera line gross margin reflects improved operating
efficiencies. Because of the significant volume decline in the printer line, its


                                        7
<PAGE>


gross margin is decreasing. Gross margin varies depending upon the product mix
of sales. Management expects that the margins for the year 1999 will be
approximately 26%.

Marketing and administrative expenses increased as a percentage of sales to
15.5% for the second quarter of 1999 from 14.1% for the second quarter of 1998
and increased to 20.2% for the first six months of 1999 from 19.2% for the same
period in 1998. Marketing and administrative expenses decreased $20,000 for the
second quarter of 1999 as compared to the second quarter of 1998 and decreased
$52,000 for the first six months of 1999 compared to the same period in 1998.
Research, development and engineering expense decreased by $54,000 for the
second quarter of 1999 compared to the second quarter of 1998 and decreased by
$108,000 for the first six months of 1999 compared to the same period of 1997.
The decreases reflect staff reductions as a result of consolidation of
operations in Minnesota.

As a result of no outstanding debt, there is no interest expense in 1999
compared to $10,000 in the second quarter of 1999 and compared to first six
months of 1998.


LIQUIDITY & CAPITAL RESOURCES

Cash decreased by $320,000 to $411,000 since December 31, 1998. Operations for
the six months ended June 30, 1999 resulted in $298,000 of negative cash flow.

At June 30, 1999 there is no borrowing under the line of credit. The Company can
borrow up to $1,000,000 under its line of credit. The line is unsecured, at the
prime rate of interest and renewed annually in May.

The Company believes that its cash flow from future operations and available
borrowing capacity will be sufficient to finance operations and capital
requirements.


FACTORS THAT MAY AFFECT FUTURE RESULTS

Statements included or incorporated by reference in this Quarterly Report on
Form 10-Q which are not historical in nature are identified as "forward looking
statements" for the purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The Company cautions readers that forward looking
statements, including without limitation, those relating to the Company's future
business prospects, revenues, working capital, liquidity, capital needs,
interest costs, and income, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in the
forward looking statements. The risks and uncertainties include, but are not
limited to, economic conditions, product demand and industry capacity,
competitive products and pricing, manufacturing efficiencies, new product
development and market acceptance, the regulatory and trade environment, and
other


                                        8
<PAGE>


risks indicated in filings with the Securities and Exchange Commission.

YEAR 2000 DISCLOSURE

The Company has nearly completed its evaluation and necessary modifications or
replacement of its internal business computer systems and software so that they
will function properly in the year 2000 and beyond. The Company's business
software and systems will be made year 2000 compliant in the normal course
system upgrades planned in 1999. The Company's integrated manufacturing and
accounting software and the associated hardware and operating system software
have been upgraded to achieve year 2000 compliance. The Company's networked
computers, network server and associated business and technical software are in
the process of being upgraded. The Company expects the year 2000 remedial work
will be completed by August 31, 1999.

Generally, the Company's products do not utilize date dependent functions.
Testing is being performed on those products which do incorporate date
functions. The Company is in the process of contacting and providing services to
customers to assist them in achieving year 2000 compliance with possibly
affected equipment.

Progress in the year 2000 effort is being monitored by senior management. At
this stage, the Company believes that it can address the year 2000 issues under
its control to prevent any material impact on its operations, and that the costs
associated with the year 2000 efforts will not materially impact financial
results. The Company can not guarantee that the Company's vendors and customers
can achieve timely year 2000 compliance, which could have an adverse impact on
the Company. Critical vendors of supplies and services are being contacted to
assess their state of compliance and the potential impacts, if any, on the
Company's operations. The Company will implement contingency plans where
necessary so that the Company's operations will not be materially affected by
the year 2000.


                                        9
<PAGE>


ITEM 4. RESULTS OF VOTE OF SECURITY HOLDERS

At the annual meeting of stockholders held on May 13, 1999 the following matters
were approved by the Company's stockholders:

     1.   Set the number of directors at five (5). The voting results were:
          1,265,348 For, 51,331 Against and 8,165 Abstained.

     2.   Elected Mr. Thomas J. Cassady to the Board of Directors for a
          three-year term or until the election and qualification of a
          respective successor.

          The voting results were as follows:

                                  FOR            TO WITHHOLD AUTHORITY
          Thomas J Cassady     1,273,889                 50,955

          Messrs. James R. Loomis, John R. Helmen and Leslie A. Willig are
          directors of the Company whose terms of office continued after the
          annual meeting of stockholders.

ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K

A.  Exhibits - 27 Financial Data Schedule
B.  Reports on Form 8-K - None

                             PHOTO CONTROL CORPORATION
                             -------------------------
                                    (Registrant)


----------------             ---------------------------------------------------
      Date                   J. R. Helmen, President and Chief Executive Officer


----------------             ---------------------------------------------------
      Date                   C. R. Jackels, Vice President-Finance


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