##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended June 30, 1999

Commission File Number 0-2762

MAXCO, INC.


(Exact Name of Registrant as Specified in its
Charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Michigan(State or other Jurisdiction of
	Incorporation or Organization) |  | 38-1792842(I.R.S. Employer
	Identification Number)

|                                                                               |  |                
|------------------------------------------------------------------------------ |  | ---------------
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|1118 Centennial Way
	Lansing, Michigan(Address of principal executive offices) |  | 48917(Zip Code)

Registrants Telephone Number, including area code:
(517) 321-3130

Indicate by check mark whether the
registrant (1) has filed all annual, quarterly and other
reports required to be filed by Section 12 or 15 (d) of
 the Securities Exchange Act of 1934 during the preceding twelve
months and (2) has been subject to the filing requirements
for at least the past 90 days.

Yes X  No

Indicate the number of shares
outstanding for each of the issuers classes of common
stock, as of the latest practicable date.

|                  |  |                                             
|----------------- |  | --------------------------------------------
|                 
|                 
|                 
|                 
|ClassCommon Stock |  | Outstanding at July 31, 19993,168,195 shares







1



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TABLE OF CONTENTS



|                                                                                                                                 |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS Maxco, Inc. and Subsidiaries                                           
|CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed) Maxco, Inc. and Subsidiaries                                                  
|CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed) Maxco, Inc. and Subsidiaries                                                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Maxco, Inc. and Subsidiaries June 30, 1999 (Unaudited)                               
|MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Maxco, Inc. and Subsidiaries June 30, 1999
|PART II OTHER INFORMATION                                                                                                       
|PART II OTHER INFORMATION (Continued)                                                                                           
|SIGNATURES                                                                                                                      



---








PART I


FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

Maxco, Inc. and Subsidiaries


|                                         |                                                                                         |                      |         |           |        |   |        |         |        | 
|---------------------------------------- | --------------------------------------------------------------------------------------- | -------------------- | ------- | --------- | ------ | - | ------ | ------- | ------ | 
|                                         |                                                                                         | June 30,             |         | March 31,
|                                         |                                                                                         | 1999                 |         | 1999     
|                                         |                                                                                         |                      |         |          
|                                         |                                                                                         | (Unaudited)          |         |          
|                                         |                                                                                         |                     
|                                         |                                                                                         | (in thousands)      
|ASSETS                                   |                                                                                         |                      |         |           |        |   |        |        
|CURRENT ASSETS                           |                                                                                         |                      |         |           |        |   |        |        
|                                        
|                                        
|                                        
|                                        
|                                         | Cash and cash equivalents                                                               |                      | $       | 2,463     |        |   | $      | 1,122   |       
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts and notes receivable, less allowance of $620,000
	($558,000 at March 31, 1999) |                      |         | 29,041    |        |   |        | 19,814  |       
|                                        
|                                        
|                                        
|                                        
|                                         | InventoriesNote 2                                                                      |                      |         | 8,255     |        |   |        | 5,010   |       
|                                        
|                                        
|                                        
|                                        
|                                         | Prepaid expenses and other                                                              |                      |         | 752       |        |   |        | 608     |       
|                                         |                                                                                         |                      |         |           |        |   |        |        
|                                         |                                                                                         | TOTAL CURRENT ASSETS |         |           | 40,511 |   |        |         | 26,554 | 
|                                        
|                                        
|                                        
|                                        
|MARKETABLE SECURITIES  LONG TERMNote 3 |                                                                                         |                      | 2,484   |           |        |   | 2,501  |        
|PROPERTY AND EQUIPMENT                   |                                                                                         |                      |         |           |        |   |        |        
|                                        
|                                        
|                                        
|                                        
|                                         | Land                                                                                    |                      |         | 732       |        |   |        | 732     |       
|                                        
|                                        
|                                        
|                                        
|                                         | Buildings                                                                               |                      |         | 11,809    |        |   |        | 11,152  |       
|                                        
|                                        
|                                        
|                                        
|                                         | Machinery, equipment, and fixtures                                                      |                      |         | 33,236    |        |   |        | 30,814  |       
|                                         |                                                                                         |                      |         |           |        |   |        |        
|                                         |                                                                                         |                      | 45,777  |           |        |   | 42,698 |        
|                                        
|                                        
|                                        
|                                        
|                                         | Allowances for depreciation                                                             |                      |         | (11,821   | )      |   |        | (10,799 | )     
|                                         |                                                                                         |                      |         |           |        |   |        |        
|                                         |                                                                                         |                      | 33,956  |           |        |   | 31,899 |        
|OTHER ASSETS                             |                                                                                         |                      |         |           |        |   |        |        
|                                        
|                                        
|                                        
|                                        
|                                         | Investments                                                                             |                      |         | 16,993    |        |   |        | 16,144  |       
|                                        
|                                        
|                                        
|                                        
|                                         | Notes and contracts receivable and other                                                |                      |         | 3,245     |        |   |        | 3,996   |       
|                                        
|                                        
|                                        
|                                        
|                                         | Intangibles                                                                             |                      |         | 4,330     |        |   |        | 4,336   |       
|                                         |                                                                                         |                      |         |           |        |   |        |        
|                                         |                                                                                         |                      | 24,568  |           |        |   | 24,476 |        
|                                         |                                                                                         |                      |         |           |        |   |        |        
|                                         |                                                                                         | $                    | 101,519 |           |        | $ | 85,430 |        
|                                         |                                                                                         |                      |         |           |        |   |        |        

2



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##### Table of Contents



|                                               |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |        |       |        | 
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------- | --------- | ----- | ------ | ------ | ------ | ----- | ------ | 
|                                               |                                                                                                                  | June 30,                                                                                                                  |                           | March 31,
|                                               |                                                                                                                  | 1999                                                                                                                      |                           | 1999     
|                                               |                                                                                                                  |                                                                                                                           |                           |          
|                                               |                                                                                                                  | (Unaudited)                                                                                                               |                           |          
|                                               |                                                                                                                  |                                                                                                                          
|                                               |                                                                                                                  | (in thousands)                                                                                                           
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       
|CURRENT LIABILITIES                            |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Notes payable                                                                                                    |                                                                                                                           | $                         | 226       |       |        | $      | 226    |      
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                                                                                                 |                                                                                                                           |                           | 18,646    |       |        |        | 10,489 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Employee compensation                                                                                            |                                                                                                                           |                           | 2,450     |       |        |        | 2,192  |      
|                                              
|                                              
|                                              
|                                              
|                                               | Taxes, interest, and other liabilities                                                                           |                                                                                                                           |                           | 3,508     |       |        |        | 1,726  |      
|                                              
|                                              
|                                              
|                                              
|                                               | Current maturities of long-term obligations                                                                      |                                                                                                                           |                           | 2,532     |       |        |        | 2,063  |      
|                                               |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       
|                                               |                                                                                                                  |                                                                                                                           | TOTAL CURRENT LIABILITIES |           |       | 27,362 |        |        |       | 16,696 | 
|                                              
|                                              
|                                              
|                                              
|LONG-TERM OBLIGATIONS, less current maturities |                                                                                                                  |                                                                                                                           | 36,500                    |           |       |        | 32,856 |       
|                                              
|                                              
|                                              
|                                              
|DEFERRED INCOME TAXES                          |                                                                                                                  |                                                                                                                           | 1,973                     |           |       |        | 1,734  |       
|STOCKHOLDERS EQUITY                           |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock:                                                                                                 |                                                                                                                           |                           |           |       |        |        |        |      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                  | Series Three: 10% cumulative redeemable, $60 face value; 14,826
	shares issued and outstanding (14,876 at March 31, 1999) |                           |           | 680   |        |        |        | 683   |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                  | Series Four: 10% cumulative redeemable, $51.50 face value; 46,414
	 shares issued and outstanding                         |                           |           | 2,390 |        |        |        | 2,390 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                  | Series Five: 10% cumulative redeemable, $120 face value; 6,648
	shares issued and outstanding                             |                           |           | 798   |        |        |        | 798   |       
|                                               |                                                                                                                  | Series Six: 10% cumulative callable, $160 face value; 20,000
	shares authorized, issued  none                            |                           |           |       |        |        |        |       |       
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $1 par value; 10,000,000 shares authorized,
	3,183,195 issued shares (3,219,995 at March 31, 1999) |                                                                                                                           |                           | 3,183     |       |        |        | 3,220  |      
|                                              
|                                              
|                                              
|                                              
|                                               | Net unrealized gain (loss) on marketable securities                                                              |                                                                                                                           |                           | (27       | )     |        |        | 9      |      
|                                              
|                                              
|                                              
|                                              
|                                               | Retained earnings                                                                                                |                                                                                                                           |                           | 28,660    |       |        |        | 27,044 |      
|                                               |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       
|                                               |                                                                                                                  |                                                                                                                           | 35,684                    |           |       |        | 34,144 |       
|                                               |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       
|                                               |                                                                                                                  | $                                                                                                                         | 101,519                   |           |       | $      | 85,430 |       
|                                               |                                                                                                                  |                                                                                                                           |                           |           |       |        |        |       

See notes to consolidated financial statements

3



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CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed)


Maxco, Inc. and Subsidiaries


|                                                |                                      |                                                                          |        |             |       |   |        |        |       | 
|----------------------------------------------- | ------------------------------------ | ------------------------------------------------------------------------ | ------ | ----------- | ----- | - | ------ | ------ | ----- | 
|                                                |                                      |                                                                         
|                                                |                                      | Three Months Ended June 30,                                             
|                                                |                                      | 1999                                                                     |        | 1998       
|                                                |                                      |                                                                          |        |            
|                                                |                                      | (Unaudited)                                                              |        | (Unaudited)
|                                                |                                      |                                                                         
|                                                |                                      | (in thousands, except                                                   
|                                                |                                      | per share data)                                                         
|                                               
|                                               
|                                               
|                                               
|Net sales                                       |                                      | $                                                                        | 43,976 |             |       | $ | 35,696 |       
|                                               
|                                               
|                                               
|                                               
|Costs and expenses:                             |                                      |                                                                          |        |             |       |   |        |       
|                                               
|                                               
|                                               
|                                               
|                                                | Cost of sales and operating expenses |                                                                          |        | 33,475      |       |   |        | 28,208 |      
|                                               
|                                               
|                                               
|                                               
|                                                | Selling, general and administrative  |                                                                          |        | 6,478       |       |   |        | 4,870  |      
|                                               
|                                               
|                                               
|                                               
|                                                | Depreciation and amortization        |                                                                          |        | 1,169       |       |   |        | 697    |      
|                                                |                                      |                                                                          |        |             |       |   |        |       
|                                                |                                      |                                                                          | 41,122 |             |       |   | 33,775 |       
|                                                |                                      |                                                                          |        |             |       |   |        |       
|                                                |                                      | Operating Earnings                                                       |        |             | 2,854 |   |        |        | 1,921 | 
|Other income (expense)                          |                                      |                                                                          |        |             |       |   |        |       
|                                               
|                                               
|                                               
|                                               
|                                                | Investment and interest income       |                                                                          |        | 155         |       |   |        | 216    |      
|                                               
|                                               
|                                               
|                                               
|                                                | Interest expense                     |                                                                          |        | (745        | )     |   |        | (602   | )    
|                                                |                                      |                                                                          |        |             |       |   |        |       
|                                                |                                      | Income Before Federal Income Taxes and Equity in Earnings of
	Affiliates |        |             | 2,264 |   |        |        | 1,535 | 
|                                               
|                                               
|                                               
|                                               
|Federal income tax expense                      |                                      |                                                                          | 781    |             |       |   | 537    |       
|                                                |                                      |                                                                          |        |             |       |   |        |       
|                                                |                                      | Income Before Equity in Earnings of Affiliates                           |        |             | 1,483 |   |        |        | 998   | 
|                                               
|                                               
|                                               
|                                               
|Equity in earnings of affiliates, net of tax    |                                      |                                                                          | 425    |             |       |   | 130    |       
|                                                |                                      |                                                                          |        |             |       |   |        |       
|                                                |                                      | Net Income                                                               |        |             | 1,908 |   |        |        | 1,128 | 
|                                               
|                                               
|                                               
|                                               
|Less preferred stock dividends                  |                                      |                                                                          | (102   | )           |       |   | (102   | )     
|                                                |                                      |                                                                          |        |             |       |   |        |       
|                                                |                                      | Net Income Applicable to Common Stock                                    |        |             | 1,806 |   |        |        | 1,026 | 
|                                                |                                      |                                                                          |        |             |       |   |        |       
|Net Income Per Common Share  Basic             |                                      | $                                                                        | .57    |             |       | $ | .31    |       
|                                                |                                      |                                                                          |        |             |       |   |        |       
|Net Income Per Common Share  Assuming Dilution |                                      | $                                                                        | .57    |             |       | $ | .31    |       
|                                                |                                      |                                                                          |        |             |       |   |        |       

See notes to consolidated financial statements

4



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##### Table of Contents










CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)


Maxco, Inc. and Subsidiaries


|                     |                                                                                               |                                             |                                                     |             |     |        |   |        |        |        |  
|-------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ----------- | --- | ------ | - | ------ | ------ | ------ | -
|                     |                                                                                               |                                            
|                     |                                                                                               | Three Months Ended June 30,                
|                     |                                                                                               | 1999                                        |                                                     | 1998       
|                     |                                                                                               |                                             |                                                     |            
|                     |                                                                                               | (Unaudited)                                 |                                                     | (Unaudited)
|                     |                                                                                               |                                            
|                     |                                                                                               | (in thousands)                             
|                    
|                    
|                    
|                    
|Operating Activities |                                                                                               |                                             |                                                     |             |     |        |   |       
|                    
|                    
|                    
|                    
|                     | Net Income                                                                                    |                                             | $                                                   | 1,908       |     |        | $ | 1,128  |       
|                    
|                    
|                    
|                    
|                     | Adjustments to reconcile net income to net cash provided by (used
	 in) operating activities: |                                             |                                                     |             |     |        |   |        |       
|                    
|                    
|                    
|                    
|                     |                                                                                               | Depreciation and other non-cash items       |                                                     |             | 761 |        |   |        | 604    |       
|                    
|                    
|                    
|                    
|                     |                                                                                               | Changes in operating assets and liabilities |                                                     |             | 105 |        |   |        | (2,906 | )     
|                     |                                                                                               |                                             |                                                     |             |     |        |   |       
|                     |                                                                                               |                                             | Net Cash Provided By (Used In) Operating Activities |             |     | 2,774  |   |        |        | (1,174 | )
|                    
|                    
|                    
|                    
|Investing Activities |                                                                                               |                                             |                                                     |             |     |        |   |       
|                    
|                    
|                    
|                    
|                     | Purchase of business                                                                          |                                             |                                                     | (3,103      | )   |        |   |        |       
|                    
|                    
|                    
|                    
|                     | Payment received on note receivable                                                           |                                             |                                                     | 750         |     |        |   |        |       
|                    
|                    
|                    
|                    
|                     | Redemption of (investment in) marketable securities                                           |                                             |                                                     | (37         | )   |        |   | 2,496  |       
|                    
|                    
|                    
|                    
|                     | Investment in affiliates                                                                      |                                             |                                                     | (304        | )   |        |   | (750   | )     
|                    
|                    
|                    
|                    
|                     | Purchases of property and equipment                                                           |                                             |                                                     | (2,590      | )   |        |   | (1,961 | )     
|                    
|                    
|                    
|                    
|                     | Other                                                                                         |                                             |                                                     | 70          |     |        |   | 182    |       
|                     |                                                                                               |                                             |                                                     |             |     |        |   |       
|                     |                                                                                               |                                             | Net Cash Used In Investing Activities               |             |     | (5,214 | ) |        |        | (33    | )
|                    
|                    
|                    
|                    
|Financing Activities |                                                                                               |                                             |                                                     |             |     |        |   |       
|                    
|                    
|                    
|                    
|                     | Proceeds from long-term obligations                                                           |                                             |                                                     | 7,263       |     |        |   | 2,427  |       
|                    
|                    
|                    
|                    
|                     | Repayments on long-term obligations and notes payable                                         |                                             |                                                     | (3,149      | )   |        |   | (287   | )     
|                    
|                    
|                    
|                    
|                     | Changes in capital stock                                                                      |                                             |                                                     | (231        | )   |        |   | (218   | )     
|                    
|                    
|                    
|                    
|                     | Dividends paid on preferred stock                                                             |                                             |                                                     | (102        | )   |        |   | (102   | )     
|                     |                                                                                               |                                             |                                                     |             |     |        |   |       
|                     |                                                                                               |                                             | Net Cash Provided by Financing Activities           |             |     | 3,781  |   |        |        | 1,820  |  
|                     |                                                                                               |                                             |                                                     |             |     |        |   |       
|                     |                                                                                               |                                             | Increase in Cash and Cash Equivalents               |             |     | 1,341  |   |        |        | 613    |  
|                    
|                    
|                    
|                    
|                     |                                                                                               |                                             | Cash and Cash Equivalents at Beginning of Period    |             |     | 1,122  |   |        |        | 1,040  |  
|                     |                                                                                               |                                             |                                                     |             |     |        |   |       
|                     |                                                                                               |                                             | Cash and Cash Equivalents at End of Period          |             | $   | 2,463  |   |        | $      | 1,653  |  
|                     |                                                                                               |                                             |                                                     |             |     |        |   |       

See notes to consolidated financial statements

5



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Maxco, Inc. and Subsidiaries


June 30, 1999


(Unaudited)


NOTE 1  Basis of Presentation and Significant Accounting
 Policies

The accompanying unaudited, condensed, consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of
the information and notes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
of the results of the interim periods covered have been included.
 For further information, refer to the consolidated financial
statements and notes thereto included in Maxcos annual
report on Form 10-K for the year ended March 31, 1999.

The results of operations for the interim periods presented are
not necessarily indicative of the results for the full year.
Certain other amounts in the consolidated financial statements
have been reclassified to conform with the current presentation.

NOTE 2  Inventories

The major classes of inventories, at the dates indicated were as
follows:

|                                    |  |                |       |           |  |   |       | 
|----------------------------------- |  | -------------- | ----- | --------- |  | - | ----- | 
|                                    |  | June 30,       |       | March 31,
|                                    |  | 1999           |       | 1999     
|                                    |  |                |       |          
|                                    |  |               
|                                    |  | (in thousands)
|                                   
|                                   
|                                   
|                                   
|Raw materials                       |  | $              | 582   |           |  | $ | 732   | 
|                                   
|                                   
|                                   
|                                   
|Finished goods and work in progress |  |                | 1,211 |           |  |   | 1,283 | 
|                                   
|                                   
|                                   
|                                   
|Purchased products for resale       |  |                | 6,462 |           |  |   | 2,995 | 
|                                    |  |                |       |           |  |   |       | 
|                                    |  | $              | 8,255 |           |  | $ | 5,010 | 
|                                    |  |                |       |           |  |   |       | 

NOTE 3  Marketable Securities

The Company classifies its marketable securities as securities
available for sale under FASB 115, Accounting for Certain
Investments in Debt and Equity Securities. Available-for-sale
securities are carried at fair value, with the unrealized gains
and losses, net of tax, reported as a separate component of
stockholders equity. Application of this method resulted in
 an unrealized loss, net of deferred tax, of approximately
$27,000 being reported as part of stockholders equity at
June 30, 1999.

6



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maxco, Inc. and Subsidiaries


NOTE 4  Investment in Integral Vision, Inc.

During the quarter ended June 30, 1999, Integral Vision,
Inc. (formerly Medar, Inc.), Maxcos 24% owned affiliated
company, sold its welding division for cash and recognized a gain
 of approximately $5.5 million on the transaction. Integral
Visions net income for the three months ended June 30,
 1999 was $3.6 million compared to $102,000 for the three months
ended June 30, 1998. Also, as a result of this transaction,
Maxco received payment on June 30, 1999 of the full balance
due on subordinated debentures of $750,000.

NOTE 5  Earnings Per Share

The following table sets forth the computation of basic and
diluted earnings per share:

|                                                                                                     |                                                                    |                       |       |       |   |   |       |       |  
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | --------------------- | ----- | ----- | - | - | ----- | ----- | -
|                                                                                                     |                                                                    |                      
|                                                                                                     |                                                                    | Three Months Ended   
|                                                                                                     |                                                                    | June 30,             
|                                                                                                     |                                                                    |                      
|                                                                                                     |                                                                    | 1999                  |       | 1998 
|                                                                                                     |                                                                    |                       |       |      
|                                                                                                     |                                                                    |                      
|                                                                                                     |                                                                    | (in thousands, except
|                                                                                                     |                                                                    | per share data)      
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|NUMERATOR:                                                                                           |                                                                    |                       |       |       |   |   |       |      
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Net income                                                         |                       | $     | 1,908 |   |   | $     | 1,128 |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Preferred stock dividends                                          |                       |       | (102  | ) |   |       | (102  | )
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      
|Numerator for basic earnings per shareincome available
	to common stockholders                      |                                                                    |                       | 1,806 |       |   |   | 1,026 |      
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Effect of dilutive securities:                                                                       |                                                                    |                       |       |       |   |   |       |      
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      
|Numerator for diluted earnings per shareincome to common
	 stockholders after assumed conversions   |                                                                    |                       | 1,806 |       |   |   | 1,026 |      
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|DENOMINATOR:                                                                                         |                                                                    |                       |       |       |   |   |       |      
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Denominator for basic earnings per shareWeighted-average
	 shares |                       |       | 3,195 |   |   |       | 3,298 |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Effect of dilutive securities:                                                                       |                                                                    |                       |       |       |   |   |       |      
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Employee stock options                                             |                       |       |       |   |   |       | 54    |  
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      
|Dilutive potential common shares                                                                     |                                                                    |                       |       |       |   |   | 54    |      
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      
|Denominator for diluted earnings per shareadjusted
	weighted-average shares and assumed conversions |                                                                    |                       | 3,195 |       |   |   | 3,352 |      
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      
|BASIC EARNINGS PER SHARE                                                                             |                                                                    | $                     | .57   |       |   | $ | .31   |      
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      
|DILUTED EARNINGS PER SHARE                                                                           |                                                                    | $                     | .57   |       |   | $ | .31   |      
|                                                                                                     |                                                                    |                       |       |       |   |   |       |      

7



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maxco, Inc. and Subsidiaries


NOTE 6  Comprehensive Income

The components of comprehensive income for the three months ended
 June 30, 1999 and 1998 are as follows:

|                                           |  |                    |       |      |  |   |       |  
|------------------------------------------ |  | ------------------ | ----- | ---- |  | - | ----- | -
|                                           |  |                   
|                                           |  | Three Months Ended
|                                           |  | June 30,          
|                                           |  |                   
|                                           |  | 1999               |       | 1998
|                                           |  |                    |       |     
|                                           |  |                   
|                                           |  | (in thousands)    
|                                          
|                                          
|                                          
|                                          
|Net earnings                               |  | $                  | 1,908 |      |  | $ | 1,128 |  
|                                          
|                                          
|                                          
|                                          
|Unrealized losses on marketable securities |  |                    | (36   | )    |  |   | (6    | )
|                                           |  |                    |       |      |  |   |       |  
|                                           |  | $                  | 1,872 |      |  | $ | 1,122 |  
|                                           |  |                    |       |      |  |   |       |  

The components of accumulated comprehensive income, net of
related tax at June 30, 1999 and March 31, 1999 are as
follows:

|                                                   |  |                |     |           |  |   |   | 
|-------------------------------------------------- |  | -------------- | --- | --------- |  | - | - | 
|                                                   |  | June 30,       |     | March 31,
|                                                   |  | 1999           |     | 1999     
|                                                   |  |                |     |          
|                                                   |  |               
|                                                   |  | (in thousands)
|                                                  
|                                                  
|                                                  
|                                                  
|Unrealized gains (losses) on marketable securities |  | $              | (27 | )         |  | $ | 9 | 

NOTE 7  Industry Segment Information

The following summarizes Maxcos industry segment
information:

|                     |                                           |                           |   |           |         |  |   |        |        | 
|-------------------- | ----------------------------------------- | ------------------------- | - | --------- | ------- |  | - | ------ | ------ | 
|                     |                                           | June 30,                  |   | March 31,
|                     |                                           | 1999                      |   | 1999     
|                     |                                           |                           |   |          
|                     |                                           |                          
|                     |                                           | (in thousands)           
|                    
|                    
|                    
|                    
|Identifiable assets: |                                           |                           |   |           |         |  |   |       
|                    
|                    
|                    
|                    
|                     | Distribution  construction supplies unit |                           | $ | 36,274    |         |  | $ | 21,275 |       
|                    
|                    
|                    
|                    
|                     | Heat treating                             |                           |   | 25,923    |         |  |   | 26,211 |       
|                    
|                    
|                    
|                    
|                     | Packaging products                        |                           |   | 7,240     |         |  |   | 7,402  |       
|                    
|                    
|                    
|                    
|                     | Corporate and other                       |                           |   | 15,089    |         |  |   | 14,398 |       
|                    
|                    
|                    
|                    
|                     | Investments and advances                  |                           |   | 16,993    |         |  |   | 16,144 |       
|                     |                                           |                           |   |           |         |  |   |       
|                     |                                           | Total Identifiable Assets |   | $         | 101,519 |  |   | $      | 85,430 | 
|                     |                                           |                           |   |           |         |  |   |       

8



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maxco, Inc. and Subsidiaries


NOTE 7  Industry Segment Information  Continued

|                                       |                                           |                                             |   |        |        |  |   |        |        | 
|-------------------------------------- | ----------------------------------------- | ------------------------------------------- | - | ------ | ------ |  | - | ------ | ------ | 
|                                       |                                           |                                            
|                                       |                                           | Three Months Ended                         
|                                       |                                           | June 30,                                   
|                                       |                                           |                                            
|                                       |                                           | 1999                                        |   | 1998  
|                                       |                                           |                                             |   |       
|                                       |                                           |                                            
|                                       |                                           | (in thousands)                             
|                                      
|                                      
|                                      
|                                      
|Net sales:                             |                                           |                                             |   |        |        |  |   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Distribution  construction supplies unit |                                             | $ | 29,413 |        |  | $ | 22,897 |       
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating                             |                                             |   | 10,084 |        |  |   | 8,402  |       
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products                        |                                             |   | 4,397  |        |  |   | 4,315  |       
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other                       |                                             |   | 82     |        |  |   | 82     |       
|                                       |                                           |                                             |   |        |        |  |   |       
|                                       |                                           | Total Net Sales                             |   | $      | 43,976 |  |   | $      | 35,696 | 
|                                       |                                           |                                             |   |        |        |  |   |       
|Operating earnings (loss):             |                                           |                                             |   |        |        |  |   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Distribution  construction supplies unit |                                             | $ | 2,059  |        |  | $ | 1,921  |       
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating                             |                                             |   | 1,449  |        |  |   | 699    |       
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products                        |                                             |   | (23    | )      |  |   | (133   | )     
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other                       |                                             |   | (631   | )      |  |   | (566   | )     
|                                       |                                           |                                             |   |        |        |  |   |       
|                                       |                                           | Total Operating Earnings                    |   | $      | 2,854  |  |   | $      | 1,921  | 
|                                       |                                           |                                             |   |        |        |  |   |       
|Depreciation and amortization expense: |                                           |                                             |   |        |        |  |   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Distribution  construction supplies unit |                                             | $ | 423    |        |  | $ | 152    |       
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating                             |                                             |   | 481    |        |  |   | 320    |       
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products                        |                                             |   | 175    |        |  |   | 171    |       
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other                       |                                             |   | 90     |        |  |   | 54     |       
|                                       |                                           |                                             |   |        |        |  |   |       
|                                       |                                           | Total Depreciation And Amortization Expense |   | $      | 1,169  |  |   | $      | 697    | 
|                                       |                                           |                                             |   |        |        |  |   |       
|Capital expenditures:                  |                                           |                                             |   |        |        |  |   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Distribution  construction supplies unit |                                             | $ | 1,339  |        |  | $ | 346    |       
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating                             |                                             |   | 1,025  |        |  |   | 1,489  |       
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products                        |                                             |   | 219    |        |  |   | 98     |       
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other                       |                                             |   | 7      |        |  |   | 28     |       
|                                       |                                           |                                             |   |        |        |  |   |       
|                                       |                                           | Total Capital Expenditures                  |   | $      | 2,590  |  |   | $      | 1,961  | 
|                                       |                                           |                                             |   |        |        |  |   |       

Accounting policies of the business segments are consistent with
those described in the summary of significant accounting policies
 (see Note 1).

Identifiable assets are those assets that are used in
Maxcos operations in each industry segment. Corporate
assets are principally cash, notes receivable, investments, and
corporate office properties.

Maxco has no significant foreign operations, export sales, or
inter-segment sales.

9



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##### Table of Contents








MANAGEMENTS DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Maxco, Inc. and Subsidiaries


June 30, 1999


MATERIAL CHANGES IN FINANCIAL CONDITION

Operating activities generated $2.8 million in cash for the
quarter. Individual working capital component levels increased
over the March 31, 1999 level, primarily from the increased
sales activity by the Companys construction supplies unit
(Ersco) over the traditional slower fourth quarter of the prior
year, as well as working capital components acquired as a result
of the purchase of a business by Maxcos construction
supplies unit.

Investing activities included the purchase by Ersco, effective
April 1, 1999, of a distributor of concrete construction
products and accessories in the St. Louis market area. Cash was
also used in investing activities during the quarter at Ersco to
purchase equipment primarily for rental by its customers and
additional equipment for Maxcos heat-treating unit
(Atmosphere Annealing).

During the quarter ended June 30, 1999, Integral Vision,
Inc. (formerly Medar, Inc.), Maxcos 24% owned affiliated
company, sold its welding division for cash. As a result, on
June 30, 1999, Maxco received payment on the full balance
due on subordinated debentures of $750,000.

Net proceeds from additional long-term debt were used primarily
to fund the acquisition of Erscos new branch and the
purchase of equipment.

The Company believes that its current financial resources,
together with cash generated from operations and its available
resources under its lines of credit, will be adequate to meet its
 cash requirements for the next year.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Three Months Ended June 30, 1999 Compared to 1998

Net sales increased to $44.0 million compared to
$35.7 million in last years first quarter. First
quarter results reflect operating earnings of $2.9 million
compared to $1.9 million for the comparable period in 1998.
Net income was $1.9 million or $.57 per share assuming
dilution compared to last years $1.1 million or $.31
per share assuming dilution.

10



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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Maxco, Inc. and Subsidiaries


Sales and operating earnings for the three months ending
June 30, 1999 and 1998 by each of the companys
segments were as follows:

|                      |  |                    |        |                    |  |       |       |           |  |   |        |  |  |   |       |  
|--------------------- |  | ------------------ | ------ | ------------------ |  | ----- | ----- | --------- |  | - | ------ |  |  | - | ----- | -
|                      |  |                    |        |                   
|                      |  | Three Months Ended |        | Three Months Ended
|                      |  | June 30, 1999      |        | June 30, 1998     
|                      |  |                    |        |                   
|                      |  |                    |        | Operating          |  |       |       | Operating
|                      |  |                    |        | Earnings           |  |       |       | Earnings 
|                      |  | Sales              |        | (loss)             |  | Sales |       | (loss)   
|                      |  |                    |        |                    |  |       |       |          
|                      |  |                   
|                      |  | (in thousands)    
|                     
|                     
|                     
|                     
|Construction supplies |  | $                  | 29,413 |                    |  | $     | 2,059 |           |  | $ | 22,897 |  |  | $ | 1,921 |  
|                     
|                     
|                     
|                     
|Heat treating         |  |                    | 10,084 |                    |  |       | 1,449 |           |  |   | 8,402  |  |  |   | 699   |  
|                     
|                     
|                     
|                     
|Packaging products    |  |                    | 4,397  |                    |  |       | (23   | )         |  |   | 4,315  |  |  |   | (133  | )

Higher sales in the current period occurred at Maxcos
construction supplies unit (Ersco) over the comparable 1998
period primarily as a result of additional branch locations
acquired or opened since June of the prior year. Specifically,
Ersco acquired a new branch servicing the St. Louis market area
on April 1, 1999. Additionally, in October 1998 the
Company opened a branch in Louisville, Kentucky and acquired a
location in Columbus, Ohio to serve the construction market in
those areas. Sales at Atmosphere Annealing increased in the
current quarter over the comparable three month period last year,
 in part, because last years sales levels were depressed
due to a labor strike at one of its automotive customers.

Consolidated gross margin (net sales less cost of sales and
operating expenses) increased to $10.5 million or
approximately 24% of sales from $7.5 million or 21% of
sales. The construction supplies unit generated additional gross
margin in the current period over last year due to its increased
sales level. Gross margin percentage at this unit was higher in
the current quarter due to increased sales of higher margin
products and because a higher proportion of Erscos sales
were sales from its yard inventory as compared to sales on a
direct shipment basis, which generally have a lower margin. The
higher sales from yard inventory were a result of sales by its
newly acquired St. Louis branch being primarily yard sales.
Improvements in gross margin percentage also occurred at
Maxcos heat treating unit as efficiency improvements
resulting from the completion of certain major capital projects
were recognized.

Selling, general, and administrative expenses increased
$1.6 million to $6.5 million from $4.9 million. The
increase primarily resulted at the construction supplies segment
due to additional operating costs associated with new locations,
additional selling activities, and additional wage and other
expenses incurred to support the planned growth of this unit.

Depreciation and amortization expense for the three months ended
June 30, 1999 increased as a result of the amortization of
intangibles and depreciation related to new locations at Ersco
and additional depreciation resulting from the purchases of
property and equipment by Atmosphere and Ersco in the 1999 fiscal
 year.

11



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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Maxco, Inc. and Subsidiaries


As a result of the above, operating earnings increased to
approximately $2.9 million from $1.9 million in last
years comparable period.

Net interest expense increased in 1999 from the prior year
quarter due to additional long-term borrowings and reduction in
marketable securities, the proceeds of which were used for
investments in the Companys affiliates, repurchases of the
Companys stock, additional purchases of property and
equipment and the purchase of businesses.

During the quarter ended June 30, 1999, Integral Vision,
Inc. (formerly Medar Inc.) sold its welding division for cash and
 recognized a gain of approximately $ 5.5 million on the
transaction. Integral Visions net income for the three
months ended June 30, 1999 was $3.6 million compared to
 $102,000 for the three months ended June 30, 1998. This was
 the primary reason Maxcos equity in earnings of affiliates
 increased to $425,000 for the three months ended June 30, 1999
from $130,000 in the comparable prior year period.

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Any of the Companys computer programs that
 have date-sensitive software may recognize a date using
00 as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Company recognizes the need to ensure its operations will not
 be adversely impacted by Year 2000 software failures. The
Company is addressing this risk to the availability and integrity
 of financial systems and the reliability of operational systems.
 The Company is evaluating and managing the risks and costs
associated with this problem, and has substantially completed its
 assessment and remediation. Management estimates total pretax
costs relating to the Year 2000 Issue to be approximately
$200,000. Approximately 95% of these costs were incurred through
July 31, 1999 and the remaining costs are expected to be
incurred through September 1999.

The Company believes its planning efforts are adequate to address
 the Year 2000 Issue and that its greatest risks in this area are
 primarily those that it cannot directly control, including the
readiness of its major suppliers, customers and service
providers. Failure on the part of any of these entities to timely
 remediate their Year 2000 Issues could result in disruptions in
the Companys supply of materials, disruptions in its
customers ability to conduct business and interruptions to
the Companys daily operations. Management believes that its
 exposure to third party risk may be minimized to some extent
because it does not rely significantly on any one supplier or
customer. There can be no guarantee, however, that the systems of
 other third parties on which the Companys systems and
operations rely will be corrected on a timely basis and will not
have a material adverse effect on the Company.

12



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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Maxco, Inc. and Subsidiaries


The Company has been contacting its major suppliers, customers
and service providers regarding their Year 2000 Issues. However,
the Company does not currently have adequate information to
assess the risk of these entities not being able to provide goods
 and services to the Company. However, because the Company
believes this area is among its greatest risks, as information is
 received and evaluated, the Company intends to develop
contingency plans, as deemed necessary, to safeguard its ongoing
operations. Such contingency plans may include identifying
alternative suppliers or service providers, stockpiling certain
inventories if alternative sources of supply are not available,
evaluating the impact and credit worthiness of non-compliant
customers and the addition of lending capacity if deemed
necessary to finance higher levels of inventory or working
capital on an interim basis.

The costs of the project and the date on which the Company plans
to complete the Year 2000 modifications are based on
managements best estimates, which were derived utilizing
numerous assumptions of future events including the continued
availability of certain resources, third party modification
plans, and other factors. However, there can be no guarantee that
 these estimates will be achieved and actual results could differ
 materially from those plans.

13



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##### Table of Contents








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(a) |  | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3          |  | Restated Articles of Incorporation are hereby incorporated from
	Form 10-Q dated February 13, 1998.                                                                                                                                                                                                                                                                                                                                                      
|3.1        |  | By-laws are hereby incorporated by reference from Form S-4
	dated November 4, 1991 (File No. 33-43855).                                                                                                                                                                                                                                                                                                                                                  
|4.2        |  | Resolution establishing Series Three Preferred Shares is
	hereby incorporated by reference from Form S-4 dated
	November 4, 1991 (File No. 33-43855).                                                                                                                                                                                                                                                                                                    
|4.3        |  | Resolution authorizing the redemption of Series Two
	Preferred Stock and establishing Series Four Preferred Stock
	 and the terms of the subordinated notes is hereby incorporated
	by reference from Form 10-Q dated February 14, 1997.                                                                                                                                                                                                                 
|4.4        |  | Resolution establishing Series Five Preferred Shares is
	hereby incorporated by reference from Form 10-K dated
	June  5, 1997.                                                                                                                                                                                                                                                                                                                           
|4.5        |  | Resolution establishing Series Six Preferred Shares is
	hereby incorporated by reference from Form 10-K dated
	June  23, 1999.                                                                                                                                                                                                                                                                                                                           
|10.1       |  | Incentive stock option plan adopted August 15, 1983,
	including the amendment (approved by shareholders August 
	25, 1987) to increase the authorized shares on which options may
	be granted by two hundred fifty thousand (250,000), up to five
	hundred thousand (500,000) shares of the common stock of the
	company is hereby incorporated by reference from the
	registrants annual report on Form 10-K for the fiscal
	year ended March 31, 1988.

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##### Table of Contents








PART II


OTHER INFORMATION (Continued)


|           |  |                                                                                                                                                                                                      
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9       |  | Asset purchase agreement  Wright Plastic Products,
	Inc. is hereby incorporated by reference from registrants
	Form  10-Q dated November 14, 1996.                                                  
|10.10      |  | Amended and restated loan agreement between Comerica Bank and
	Maxco, Inc. dated September 30, 1996 is hereby incorporated
	by reference from Form 10-Q dated November  14, 1996.                    
|10.11      |  | Asset purchase agreement for the purchase of Atmosphere
	Annealing, Inc. is hereby incorporated by reference from
	Form 8-K dated January 17, 1997.                                                  
|10.12      |  | Asset purchase agreement   Axson North America, Inc.
	is hereby incorporated by reference from Form 10-Q dated
	February 14, 1997.                                                                  
|10.13      |  | Loan agreement between Michigan Strategic Fund and Atmosphere
	Annealing, Inc. is hereby incorporated by reference from
	Form 10-Q dated February 13, 1998.                                          
|10.14      |  | Loan agreement between LAM Funding, L.L.C. and borrower including
	 Guaranty-Maxco, Inc. is hereby incorporated by reference from
	Form 10-Q dated February 13, 1998.                                
|10.15      |  | First Amendment to amended and restated loan agreement between
	Comerica Bank and Maxco, Inc. dated August 1, 1997, is
	hereby incorporated by reference from Form 10-K dated
	June 24, 1998.        
|10.16      |  | Second amendment to amended and restated loan agreement between
	Comerica Bank and Maxco, Inc. dated June 24, 1998 is hereby
	incorporated by reference from Form 10-K dated June 24,
	 1998.        
|10.17      |  | Third amendment to amended and restated loan agreement between
	Comerica Bank and Maxco, Inc. dated September 24, 1998, is
	hereby incorporated by reference from Form 10-Q dated
	November 12, 1998.
|10.18      |  | Maxco, Inc. 1998 Employee Stock Option Plan is hereby
	incorporated by reference from Form 10-Q dated
	November  12, 1998.                                                                           
|10.19      |  | Fourth amendment to amended and restated loan agreement between
	Comerica Bank and Maxco, Inc. dated June 22, 1999, is hereby
	 incorporated by reference from Form 10-K dated
	June 23, 1999.       
|27*        |  | Financial Data Schedule                                                                                                                                                                              
|Item  6(b) |  | Reports on Form 8-K                                                                                                                                                                                  
|           |  | None                                                                                                                                                                                                 




|  |               
|- | --------------
|* | Filed herewith

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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.

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|                       |  | MAXCO, INC.                            
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|Date   August 12, 1999 |  | Vincent Shunsky                        
|                       |  |                                        
|                       |  | Vincent Shunsky, Vice President-Finance
|                       |  | and Treasurer (Principal Financial and 
|                       |  | Accounting Officer)                    

16