<PAGE>

                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549


(Mark One)

{X}  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934


                 For the quarterly period ended         June 30, 1999
                                                --------------------------------


                                      OR


{ }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934


For the transition period from ____________________ to _________________________


Commission File Number                        0-13716
                       ---------------------------------------------------------


                        NORTH PITTSBURGH SYSTEMS, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          Pennsylvania                                 25-1485389
------------------------------------     ------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)


             4008 Gibsonia Road, Gibsonia, Pennsylvania 15044-9311
--------------------------------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                 724-443-9600
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                   No Change
-------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                              YES  X    NO_____
                                  ---


                      APPLICABLE ONLY TO CORPORATE USERS:

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

                           Common Stock Outstanding
                           ------------------------

At July 23, 1999, the Registrant had 15,005,000 shares of common stock
outstanding, par value $.15625 per share, the only class of such stock issued.
<PAGE>

                                    PART I
                                    ITEM 1
                             FINANCIAL STATEMENTS
                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                    (Thousands - Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                      For the Three Months    For the Six Months
                                                         Ended June 30          Ended June 30
                                                      ---------------------   -------------------

                                                          1999        1998       1999       1998
                                                       -------     -------    -------    -------
<S>                                                   <C>          <C>        <C>        <C>
Operating revenues:
  Local network services                               $ 3,264     $ 2,983    $ 6,455    $ 5,808
  Long distance and access services                     11,581      11,801     23,327     22,797
  Directory advertising, billing & other services          768         569      1,376      1,191
  Telecommunication equipment sales                        678         866      1,373      1,426
  Other operating revenues                               1,138       1,020      2,437      2,113
                                                       -------     -------    -------    -------

     Total Operating Revenues                           17,429      17,239     34,968     33,335

Operating expenses:
  Network and other operating expenses                   7,997       6,136     15,144     12,352
  Depreciation and amortization                          3,313       2,922      6,530      5,820
  State and local taxes                                    768         702      1,570      1,457
  Telecommunication equipment expenses                     669         807      1,259      1,343
                                                       -------     -------    -------    -------

     Total Operating Expenses                           12,747      10,567     24,503     20,972
                                                       -------     -------    -------    -------

   Net Operating Revenues                                4,682       6,672     10,465     12,363


Other expense (income), net:
  Interest expense                                         499         456      1,010        919
  Interest income                                         (211)       (387)      (456)      (769)
  Sundry expense (income), net                            (316)       (195)      (494)    (1,099)
                                                       -------     -------    -------    -------

                                                           (28)       (126)        60       (949)
                                                       -------     -------    -------    -------

     Earnings before income taxes                        4,710       6,798     10,405     13,312

Income taxes                                             1,931       2,732      4,210      4,995
                                                       -------     -------    -------    -------

     Net earnings                                      $ 2,779     $ 4,066    $ 6,195    $ 8,317
                                                       =======     =======    =======    =======

Weighted average common shares outstanding              15,005      15,005     15,005     15,005
                                                       =======     =======    =======    =======

Basic and diluted earnings per share of
  common stock                                         $   .18     $   .27    $   .41    $   .55
                                                       =======     =======    =======    =======

Dividends per share of common stock                    $   .16     $   .15    $   .32    $   .35
                                                       =======     =======    =======    =======
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>

                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                            (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                                June 30          Dec. 31
                     ASSETS                                      1999             1998
                     ------                                    --------         --------
<S>                                                            <C>              <C>
Current Assets:
  Cash and temporary investments                               $  8,259         $ 16,786
  Marketable securities available for sale                       16,088           14,670

  Accounts receivable:
   Customers                                                      4,297            3,599
   Access service settlements and other                           7,530            7,310
  Prepaid expenses                                                  198              204
  Inventories of construction and operating materials and
   supplies                                                       5,390            4,019
  Prepaid taxes                                                     533                -
  Prepaid federal and state income taxes                            315                -
                                                               --------         --------

     Total current assets                                        42,610           46,588
                                                               --------         --------

  Property, plant and equipment:
   Land                                                             475              475
   Buildings                                                     11,283           11,067
   Equipment                                                    140,195          136,779
                                                               --------         --------

                                                                151,953          148,321
  Less accumulated depreciation and amortization                 80,866           78,854
                                                               --------         --------

                                                                 71,087           69,467
  Construction in progress                                       12,547            6,863
                                                               --------         --------
     Total property, plant and equipment, net                    83,634           76,330

Investments                                                       7,824            9,637
Deferred financing costs                                            811              857
Prepaid pension cost                                                873              598
Other assets                                                        801            1,305
                                                               --------         --------

                                                               $136,553         $135,315
                                                               ========         ========

     LIABILITIES AND SHAREHOLDERS' EQUITY
     ------------------------------------

Current liabilities:
  Current portion of long-term debt                            $  1,878         $  1,850
  Accounts payable                                                8,316            6,756
  Dividend payable                                                2,401            2,251
  Other accrued liabilities                                       1,788            2,616
  Federal and state income taxes                                      -              920
                                                               --------         --------

     Total current liabilities                                   14,383           14,393
                                                               --------         --------

Long-term debt                                                   31,248           32,196

Deferred income taxes                                             8,692            8,060
Accrued postretirement benefits                                   5,067            5,002
Other liabilities                                                 1,771            1,858

Shareholders' equity:
  Capital stock/Common stock                                      2,350            2,350
  Capital in excess of par value                                  2,215            2,215
  Retained earnings                                              70,658           69,265
  Less cost of treasury stock (1999 and 1998-35,000 shares)        (508)            (508)
  Accumulated other comprehensive income-unrealized gain
   on available for sale securities, net                            677              484
                                                               --------         --------

     Total shareholders' equity                                  75,392           73,806
                                                               --------         --------

                                                               $136,553         $135,315
                                                               ========         ========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                            (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                For the Six Months
                                                                                  Ended June 30
                                                                              ----------------------

                                                                                1999          1998
                                                                              --------       -------
<S>                                                                           <C>            <C>
Cash from operating activities:
  Net earnings                                                                $  6,195       $ 8,317
  Adjustments to reconcile net earnings to net cash from
   operating activities:

     Depreciation and amortization                                               6,530         5,820
     Gain on sale of marketable securities                                        (186)           (1)
     Equity (income) losses of affiliated companies                               (289)         (751)
     Changes in assets and liabilities:
      Accounts receivable                                                         (918)       (1,169)
      Inventories of construction and operating materials
       & supplies                                                               (1,371)         (353)
      Deferred financing costs, prepaid pension cost
       and other assets                                                            275           364
      Prepaid federal and state taxes                                             (848)         (510)
      Accounts payable                                                           1,560         1,596
      Other accrued liabilities                                                   (915)         (651)
      Accrued postretirement benefits                                               65           121
      Federal and state income taxes                                              (420)       (2,307)
      Other, net                                                                   (47)           62
                                                                              --------       -------

          Total adjustments                                                      3,436         2,221
                                                                              --------       -------

          Net cash from operating activities                                     9,631        10,538
                                                                              --------       -------

Cash used for investing activities:
  Expenditures for property and equipment                                      (13,845)       (9,457)
  Net salvage on retirements                                                        64           389
                                                                              --------       -------

          Net capital additions                                                (13,781)       (9,068)
                                                                              --------       -------

  Purchase of marketable securities available for sale                          (5,777)            -
  Proceeds from sale of marketable securities available for sale                 4,870           105
  Proceeds from sale of investment                                                   -        13,561
  Investments in affiliated entities                                                 -          (630)
  Distributions from affiliated entities                                         2,102            43
                                                                              --------       -------

          Net cash used for investing activities                               (12,586)        4,011
                                                                              --------       -------

Cash used for financing activities:
  Cash dividends                                                                (4,652)       (5,103)
  Retirement of debt                                                              (920)         (398)
                                                                              --------       -------

          Net cash used for financing activities                                (5,572)       (5,501)
                                                                              --------       -------

Net (decrease) increase in cash and temporary investments                       (8,527)        9,048

Cash and temporary investments at beginning of period                           16,786        15,938
                                                                              --------       -------

Cash and temporary investments at end of period                               $  8,259       $24,986
                                                                              ========       =======

Interest paid                                                                 $    969       $   876
                                                                              ========       =======

Income taxes paid                                                             $  4,813       $ 7,302
                                                                              ========       =======
 </TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)  GENERAL
     -------

     The condensed consolidated financial statements included herein have been
     prepared by the Registrant, without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission.  Consolidated herein
     are the financial results of the Registrant's wholly-owned subsidiaries,
     North Pittsburgh Telephone Company (North Pittsburgh), Penn Telecom, Inc.
     (Penn Telecom) and Pinnatech, Inc. (Pinnatech).  Certain information and
     footnote disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations.  Nevertheless,
     the Registrant believes that its disclosures herein are adequate to make
     the information presented not misleading and, in the opinion of management,
     all adjustments (which consisted only of normal recurring accruals)
     necessary to present fairly the results of operations for the interim
     periods have been reflected. These condensed consolidated financial
     statements should be read in conjunction with the financial statements and
     the notes thereto included in the Registrant's latest annual report to the
     Securities and Exchange Commission on Form 10-K.

(2)  COMPREHENSIVE INCOME
     --------------------

     Statement of Financial Accounting Standards No. 130, "Reporting
     Comprehensive Income" (SFAS 130) establishes requirements for disclosure
     of comprehensive income.  The objective of SFAS 130 is to report all
     changes in equity that result from transactions and economic events other
     than transactions with owners.  Comprehensive income is the total of net
     income and all other non-owner changes in equity.  The reconciliation of
     net income to comprehensive income (loss) is as follows (in thousands):

<TABLE>
<CAPTION>
                                         For the Three Months    For the Six Months
                                            Ended June 30           Ended June 30
                                         --------------------    -------------------
                                           1999      1998          1999      1998
                                         --------  ---------     --------  ---------
            <S>                          <C>       <C>           <C>       <C>

            Net income                     $2,779    $4,066        $6,195    $8,317
            Unrealized gain (loss) on
              marketable securities             4        --           193        (2)
                                           ------    ------        ------    ------

            Comprehensive income           $2,783    $4,066        $6,388    $8,315
                                           ======    ======        ======    ======
</TABLE>


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



1.   Financial Condition
     -------------------

     (a)  General
          -------

     There were no material changes in the Registrant's consolidated general
     financial condition from the end of its preceding fiscal year on December
     31, 1998 to June 30, 1999, the end of the six-month period reported herein.

     (b)  Liquidity and Capital Resources
          -------------------------------

     Consolidated capital expenditure commitments for the purchase and
     installation of communications and other equipment at June 30, 1999
     amounted to approximately  $6,087,715, with such amount being part of the
     1999 construction program, which is expected

                                       4
<PAGE>

     to be in excess of $20 million. Funds for financing construction
     expenditures in the six-month period ended June 30, 1999 were generated
     from internal sources. Based on its 1999 construction budget and projected
     cash flows, the Registrant anticipates cash flows provided by operating
     activities and cash reserves in 1999 to be sufficient to service long-term
     debt, to pay dividends and to finance approximately 25% to 50% of capital
     additions. The balance of capital additions will be financed from debt
     financing available from the Rural Utilities Service. At June 30, 1999,
     construction work in progress was $12,547,000.

     The Registrant and its subsidiaries have not experienced any difficulty in
     the past meeting either long-term or short-term cash commitments.  Cash
     flow generated through regular operations has been adequate to not only
     finance a significant portion of the capital requirements of the Registrant
     as discussed above but also to meet principal and interest payments on
     long-term debt and all working capital requirements.  It is anticipated
     that future long-term interest and principal payments will be made from the
     same source of internally generated funds.

     (c)  Regulatory/Competition
          ----------------------

     North Pittsburgh, under Chapter 30 of the Pennsylvania Public Utility Code,
     filed a petition with the Pennsylvania Public Utility Commission (PA PUC),
     on July 31, 1998, seeking approval of an alternative form of regulation to
     replace traditional rate base/rate of return regulation or be subject to a
     show cause proceeding.  The petition also included a proposed network
     modernization plan.  In the filing, North Pittsburgh proposed a price cap
     plan whereby rates for noncompetitive services are allowed to be increased
     based on an index that measures general economy wide price increases.  This
     petition is still pending before the PA PUC and may be modified in the
     final order.  However, it is not possible at this time to determine the PA
     PUC's disposition of this petition or the effect on North Pittsburgh's
     financial position or results of operations.

     The Federal Communications Commission (FCC) continues to work on
     Rulemakings that will further spell out the specifics of the
     Telecommunications Act of 1996 (the 1996 Act).  The PA PUC must then
     finalize its course of action to fully implement the 1996 Act, or to the
     extent possible and permissible, change the manner in which such
     regulations are implemented in Pennsylvania before the impact on North
     Pittsburgh, a Rural Telephone Company under the 1996 Act, can be fully
     understood and measured.  However, the clear intent of the 1996 Act is to
     open up the local exchange market to competition.  The 1996 Act appears to
     mandate, among other items, that North Pittsburgh, at some point in time,
     permit the resale of its services at wholesale rates, provide number
     portability, if feasible, provide dialing parity, provide interconnection
     to any requesting carrier for the transmission and routing of telephone
     exchange service and exchange access and provide access to network
     elements.  North Pittsburgh was granted a two-year suspension of the
     interconnection requirements of Section 251 of the 1996 Act that expired
     July 10, 1999.  In January, 1999, North Pittsburgh filed for an additional
     one-year extension of the suspension until July 10, 2000.  In an order
     entered June 25, 1999, the one-year extension of the suspension was
     approved.

     The 1996 Act, FCC and PA PUC regulatory proceedings and the thrust towards
     a fully competitive marketplace have created some uncertainty in respect to
     the levels of the Registrant's revenue growth in the future.  However, the
     Registrant, through its subsidiaries, has positioned itself to take
     advantage of the opportunities the 1996 Act presents.  The Registrant's
     business plan focuses on expanding its telecommunication services outside
     its traditional service area.  Also, its unique location in a growing
     commercial/residential suburban traffic corridor to the north of the City
     of Pittsburgh, its state-of-the-art switching transmission and transport
     facilities and its extensive fiber network place the Registrant in a solid
     position to meet competition and minimize any loss of revenues.  In
     addition, the Registrant continues to make its network flexible and
     responsive to the needs of its customers to meet competitive threats.
     Expansion of services outside the traditional territory, new services,
     access line growth and anticipated usage growth are expected to lessen or
     offset any reductions in the Registrant's revenue sources.

2.   Results of Operations
     ---------------------

     Total operating revenues increased $1,633,000 (4.9%) in the six-month
     period ended June 30, 1999 over the comparable period in 1998.  This change
     was due to an increase in local network services of $647,000 (11.1%), an
     increase in long distance and access services of $530,000 (2.3%) and an
     increase in other operating revenues of $324,000 (15.3%).  Increased local
     network service revenues were attributable to customer growth, growth in
     second lines

                                       5
<PAGE>

     and expanded penetration of enhanced services. Higher long distance and
     access services were generally the result of an increase in the number of
     customers and minutes of use. The increase in other operating revenues is
     primarily due to an increase in Internet-related revenues.

     Total operating expenses for the six-month period ended June 30, 1999
     increased $3,531,000 (16.8%) over the preceding year. That change is
     principally the result of an increase in network and other operating
     expenses of $2,792,000 (22.6%), and an increase in depreciation and
     amortization of $710,000 (12.2%). The increase in network and other
     operating expenses consists of an increase in personnel costs due to an
     expansion of existing business and an increase in personnel and other
     expenses due to start-up activities of competitive local exchange carrier
     and Internet-related services. Temporary increases in data processing
     expenses currently being experienced are necessary to maintain both
     existing and new systems during conversion activities and will cease
     beginning in the third quarter. The increase in depreciation and
     amortization is the direct result of the growth in fixed assets to serve
     current and future customer needs. The increase in total operating revenues
     discussed above coupled with the increase in total operating expenses
     resulted in net operating revenues decreasing $1,898,000 (15.4%) between
     1999 and 1998.

     Interest income decreased $313,000 primarily due to a shift in temporary
     investments to available for sale securities. The net decrease in Sundry
     income (non-operating) of $605,000 is primarily due to receipts from a one-
     time insurance settlement in 1998, offset by an increase in cellular
     partnership income in 1999 over 1998.

     The decrease in net operating revenues for the six-month period ended June
     30, 1999, in conjunction with the decrease in Sundry income, net, resulted
     in a decrease of $2,907,000 (21.8%) in earnings before income taxes.

     The Registrant's effective tax rate was 40% and 38% for the six-month
     period ending June 30, 1999 and 1998 respectively. The increase in the
     effective tax rate results from receipt of a non-taxable life insurance
     settlement in the quarter ended March 31, 1998.

     Fluctuations in the revenues and expenses for the three-month period ended
     June 30, 1999, as compared to the same quarterly period in 1998 are
     generally attributable to the same reasons above in the year-to-date
     comparisons.

3.   Adoption of New Accounting Pronouncements
     -----------------------------------------

     In June, 1998, the Financial Accounting Standards Board issued SFAS No.
     133, "Accounting for Derivative Instruments and Hedging Activities".  The
     Registrant does not expect this pronouncement to impact the consolidated
     financial statements because the Registrant has not entered into derivative
     or hedging transactions.

     Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of
     Computer Software Developed or Obtained for Internal Use", has been adopted
     by the Registrant effective January 1, 1999.  SOP 98-1 provides guidance on
     capitalizing costs of computer software developed or obtained for internal
     use. SOP 98-1 did not have a material effect on its financial statements.

4.   Year 2000
     ---------

     (a)  State of Readiness
          ------------------

     The Registrant has taken actions to understand the nature and extent of the
     work required in order to make its systems and infrastructure Year 2000
     compliant.  The Registrant began work last year to prepare its information
     technology (IT) and non-information technology (non-IT) systems, including
     updating and/or replacing existing legacy systems.  The Registrant has
     formed a Corporate Year 2000 Task Force, which is responsible for all Year
     2000 activities and is being monitored by senior management and the Board
     of Directors.

     There are six phases of the Registrant's Year 2000 program: Awareness,
     Inventory, Assessment, Renovation, Validation and Implementation.  The
     Registrant has defined the six phases as follows:

     Awareness - Gain the commitment of management and staff to solving the
     problem.  This phase has been completed.

                                       6
<PAGE>

     Inventory - Conduct a thorough inventory of all hardware and software
     systems.  This phase will run until December, 1999 in order to maintain the
     inventory throughout the life of the project.

     Assessment and Planning - Decide which systems to retire, repair or
     replace.  Prepare contingency plans.  This phase has been completed.

     Renovation - Perform upgrades to hardware and software.  The Registrant has
     contracted to outsource certain operational support, billing and accounting
     systems to a third party vendor.  The software and hardware components of
     the systems selected have been certified by the vendor as Year 2000
     compliant.  The Registrant has completed the remediation of all mission
     critical systems at this time.  The Renovation is now 95% complete.  The
     remaining 5% of non-mission critical systems are scheduled to be remediated
     well in advance of December, 1999.

     Validation - Test and certify new and renovated systems.  This phase is
     underway; however, due to the introduction of several new product
     technologies, will not be completed until the end of September, 1999.  This
     phase is currently 80% complete.

     Implementation and Follow-up - New or renovated systems go into service.
     This phase is scheduled to be completed in December, 1999, and will include
     the resolution of any outstanding problems.  The Year 2000 Project will
     extend until March, 2000 in order to address the leap day of February 29,
     2000 and to address any outstanding issues.

     The Registrant's Year 2000 issues related to third parties can be broken
     into two categories: third party vendors who supply products to the
     Registrant, and other telecommunications companies who provide joint
     service to our customers.  The third party vendors have been providing the
     Registrant with Year 2000 solutions on an on-going basis.  Year 2000
     upgrades, repairs and testing are being performed as per vendor
     specifications.  Other telecommunications service providers are
     implementing Year 2000 programs in much the same fashion as the Registrant
     and industry testing is being performed on an on-going basis.

     (b)  Cost to Address Year 2000 Issues
          --------------------------------

     Expenditures related to Year 2000 remediation, the data processing
     transition plan, license fees for purchase of software and training and
     implementation costs are not expected to exceed $3.5 million, $2.4 million
     of which has been incurred through June 30, 1999.  Costs related to
     implementation of new systems are being capitalized, in accordance with SOP
     98-1, and will be amortized over the estimated useful life of the asset
     beginning in the second quarter of 1999. The remainder of these costs,
     including Year 2000 remediation costs, will be expensed as incurred.

     (c)  Risks of Year 2000 Issues
          -------------------------

     The most reasonably likely worst case scenario is loss of services to other
     interconnecting companies who have not attained Year 2000 compliance.  This
     is unlikely to occur since the interconnecting companies realize their
     responsibility to comply.  However, should this worst case scenario occur,
     the Registrant will give customers the option of rerouting service to a
     working carrier.

     (d)  Contingency Plan
          ----------------

     The Registrant has developed a Corporate Year 2000 Contingency Plan to
     cover its primary business activities.  This plan outlines the key areas of
     business, and the manner in which they will be supported in the event of a
     Year 2000 failure.  This plan has been developed as a result of research
     into United States Telephone Association member telephone company responses
     to hurricanes, tornadoes, ice storms and other disasters.  The Registrant
     has studied and modified these plans to cover operations during potential
     Year 2000 related failures.  Testing and refinement of the Registrant's
     Contingency Plan is now underway.  The Registrant has also updated and
     revised the existing Emergency Response Plan.  The Registrant's Emergency
     Response Plan will form the core of the Registrant's Contingency Plan if a
     major service outage should occur.

     Key components of the Contingency Plan are the preparations to revert to a
     manual operation, stockpiling and conservation of materials, increased
     staffing levels, data storage for processing at a later date, isolation of
     harmful network elements and positioning key personnel in areas where they
     will be most effective.  Should there be a serious service affecting
     problem, the

                                       7
<PAGE>

     Emergency Response Plan will be activated until all services are restored.
     Events, which could trigger activation of the Emergency Response Plan,
     include widespread loss of gas or electric service, failures at various
     interconnecting companies or failure of internal switching or transmission
     systems.



                                    ITEM 3

                   QUANTITATIVE AND QUALITATIVE DISCLOSURES

                               ABOUT MARKET RISK


1.   There have been no material changes in reported market risks faced by the
     Registrant since December 31, 1998.

                                       8
<PAGE>

                                  SIGNATURES



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



                                    NORTH PITTSBURGH SYSTEMS, INC.
                                    ------------------------------
                                            (Registrant)



Date  August 2, 1999                /s/ H. R. Brown
    ____________________            ----------------------------------------
                                    H. R. Brown, President



Date  August 2, 1999                /s/ A. P. Kimble
    ____________________            ----------------------------------------
                                    A. P. Kimble, Vice President & Treasurer
<PAGE>

                                    PART II

                               OTHER INFORMATION


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


          (a)  The 1999 Annual Meeting of Shareholders was held on May 21, 1999.

          (b)  The only matter voted upon at the Annual Meeting was the election
               of Directors. The vote tabulation in respect to the Directors
               elected at such meeting to serve until the 2000 Annual Meeting of
               Shareholders and until their successors are elected is shown in
               the following table:

                                                  Number of    Number of
                                                    Shares       Shares
                         Name                   Voted in Favor  Withheld
                         ----                   -------------- ---------

                    Harry R. Brown                12,057,625    335,834
                    Dr. Charles E. Cole           12,132,801    260,658
                    Allen P. Kimble               12,177,923    215,536
                    Stephen G. Kraskin            12,160,537    232,922
                    David E. Nelsen               12,149,257    244,202
                    Jay L. Sedwick                12,115,829    277,630
                    Charles E. Thomas, Jr.        12,131,215    262,244


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a)  Exhibits - Exhibit Index for Quarterly Reports on Form 10-Q.
               --------

Exhibit
Number                      Subject                        Applicability
-------                     -------                        -------------

 (2)         Plan of acquisition, reorganization,   Not Applicable
             arrangement, liquidation or
             succession

 (3) (i)     Articles of Incorporation              Provided in Quarterly Report
                                                    on Form 10-Q for the quarter
                                                    ended June 30, 1996 and
                                                    Incorporated Herein by
                                                    Reference.

 (3) (ii)    By-Laws                                Provided in Annual Report
                                                    on Form 10-K for the year
                                                    ended December 31, 1998
                                                    and Incorporated Herein by
                                                    Reference.

 (4)         Instruments defining the rights of     Provided in Registration of
             security holders including indentures  Securities of Certain
                                                    Successor Issuers on Form
                                                    8-B filed on June 25, 1985
                                                    and Incorporated Herein by
                                                    Reference.

 (10)        Material Contracts                     Not Applicable

 (11)        Statement re computation of per        Attached Hereto
             share earnings
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Exhibit
Number             Subject                                  Applicability
------             -------                                  -------------

 (15)    Letter re unaudited interim financial              Not Applicable
         information

 (18)    Letter re change in accounting                     Not Applicable
         principles

 (19)    Report furnished to security holders               Not Applicable

 (22)    Published report regarding matters                 Not Applicable
         submitted to a vote of security holders

 (23)    Consents of experts and counsel                    Not Applicable

 (24)    Power of attorney                                  Not Applicable

 (27)    Financial Data Schedule                            Attached Hereto

 (99)    Additional exhibits                                Not Applicable


    (b)  Reports on Form 8-K - No reports on Form 8-K were filed during the
         -------------------
         quarter ended June 30, 1999.