UNITED  STATES
                    SECURITIES  AND  EXCHANGE  COMMISSION
                          Washington,  D.C.    20549
                                          
                                Form  10 - Q
  (Mark  One)

      X   QUARTERLY  REPORT  PURSUANT  TO  SECTION 13  OR          
          15  (d)  OF  THE  SECURITIES EXCHANGE  ACT  OF  1934.
            For  the  period  ended  October  31,  1998.

          TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d)  OF  
          THE  SECURITIES EXCHANGE  ACT  OF  1934.
            For  the  transition  period  from        to       .

                       Commission  file  number  0-15407

                           Circuit  Systems,  Inc.  
            (Exact  name  of  registrant  as  specified  in  charter)

            Illinois                                       36-2663010
   (State of other jurisdiction                         (I.R.S.  Employer
   of incorporation or organization)                   Identification No.)

  2400 East Lunt Avenue, Elk Grove Village, Illinois           60007
      (Address of principal executive offices)              (Zip  Code)

                                                 2350 E. Lunt Avenue
  (847)  439 - 1999                         Elk Grove Village, IL 60007
  (Registrant's  telephone  number,         (Former  name, former  address
    including  area  code)                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 Exchange
  Act  of  1934 during the preceding 12 months (or for such  shorter period
  subject to such filing requirements for the past 90 days.  Yes  X   No  .

           APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY
               PROCEEDING  DURING  THE  PRECEDING  FIVE  YEARS

  Indicate by check mark whether the registrant has filed all documents and
  reports  required  to  be  filed  by  Sections  12,  13, or 15 (d) of the
  Securities  Exchange  Act  of  1934  subsequent  to  the  distribution of
  securities under a plan confirmed by a court.     Yes            No     .

  APPLICABLE  ONLY  TO  CORPORATE ISSUERS:    Indicate the number of shares
  outstanding  of  each  of the issuer's classes of common stock, as of the
  latest practicable date: November 30, 1998, 4,120,167.
<PAGE>


                             CIRCUIT  SYSTEMS,  INC.
                              AND  SUBSIDIARIES

                                    INDEX

                                                                        Page
                                                                       Number
  PART   I.              FINANCIAL  INFORMATION
        
  Item 1.  Financial  Statements
             
             Consolidated Condensed Balance Sheets                        3
             
             Consolidated Condensed Statements of Operations              4
                         
             Consolidated Condensed Statements of Cash Flows              5
             
             Notes to Consolidated Condensed Financial Statements         6
           

  Item 2.  Management's Discussion and Analysis of Financial Condition    8
             and Results of Operations       

  Item 3.  Quantitative and Qualitative Disclosures about Market Risks   11


  PART  II.  OTHER  INFORMATION

  Item 6.    Exhibits and Reports on Form 8-K                            11


  SIGNATURES                                                             12
             
<PAGE>
<TABLE>

                            CIRCUIT  SYSTEMS,  INC.
                                AND  SUBSIDIARIES
                    CONSOLIDATED  CONDENSED  BALANCE  SHEETS
                                   (UNAUDITED)

<CAPTION>
                                                     10/31/98     4/30/98 
                                                   ----------   ---------- 
      <S>                                         <C>          <C>
                   ASSETS
      CURRENT ASSETS
          CASH AND CASH EQUIVALENTS . . . . . .   $   368,193  $ 1,531,526  
          ACCOUNTS RECEIVABLE, LESS ALLOWANCE                    
              OF $150,000. . . . . . . . . . . .   14,417,943   14,286,084
          INVENTORIES                                
              RAW MATERIALS. .  . .  . . . . . .    3,191,737    3,118,101 
              WORK IN PROCESS. . . . . . . . . .    2,339,685    2,533,346 
              FINISHED GOODS. . .  . . . .          3,371,293    2,863,661 
                                                   ----------   ---------- 
                                                    8,902,715    8,515,108

           REFUNDABLE INCOME TAXES . . . . . . .    1,044,124    1,150,000
           DEFERRED INCOME TAXES. . . . . . . .       330,000      330,000 
           PREPAID EXPENSES. . . . . . . . . . .      611,075      572,082 
                                                   ----------   ---------- 
              TOTAL CURRENT ASSETS. . . . . . .    25,674,050   26,384,800 

       INVESTMENT IN AFFILIATE. . . . . . . . . .    3,005,592   2,930,595
                                                                          
      PROPERTY, PLANT AND EQUIPMENT - AT COST
          BUILDING AND IMPROVEMENTS. . . . . . .   13,691,197   13,686,852  
          MACHINERY AND EQUIPMENT. . . . . . . .   44,985,135   43,073,334 
          AUTOMOTIVE EQUIPMENT. . . . . . . . .        85,481       98,938 
                                                   ----------   ---------- 
                                                   58,761,813   56,859,124 
              LESS ACCUMULATED DEPRECIATION. . .   25,237,568   22,740,838 
                                                   ----------   ---------- 
                                                   33,524,245   34,118,286 
                                                                             
              LAND. . . . . . . . . . . . . . .     2,506,703    2,693,089 
                                                   ----------   ---------- 
                                                   36,030,948   36,811,375 
      OTHER ASSETS
          DEPOSITS AND SUNDRY. . . . . . . . . .    1,042,207    1,479,927 
                                                   ----------   ---------- 
              TOTAL ASSETS. . . . . . . . . . .   $65,752,797  $67,606,697 
                                                   ==========   ==========

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
<PAGE>


          LIABILITIES AND SHAREHOLDERS  EQUITY

      CURRENT LIABILITIES
          CURRENT MATURITIES OF L/T OBLIGATIONS.  $ 5,555,492  $ 7,088,855 
          ACCOUNTS PAYABLE. .. . . . . . . . . .    8,979,474   10,203,540 
          ACCRUED LIABILITIES. . . . . . . . . .    2,790,667    1,880,966 
          INCOME TAXES PAYABLE . . . . . . . . .      527,018       -     
                                                   ----------   ---------- 
              TOTAL CURRENT LIABILITIES. . . . .   17,852,651   19,173,361  
                                                                             
      LONG-TERM OBLIGATIONS. . . . . . . . . . .   27,861,974   27,380,107  
      DEFERRED INCOME TAXES. . . . . . . . . . .    2,283,000    2,108,000  
      MINORITY INTEREST. . . . . . . . . . . . .          -        417,878  

      SHAREHOLDERS  EQUITY
          COMMON STOCK. . . . . . . . . . .  . .    2,301,468    2,554,579  
          RETAINED EARNINGS. . . . . . . . . . .   15,453,704   16,107,750  
          CUMULATIVE FOREIGN CURRENCY
              TRANSLATION ADJUSTMENT.  . . . . .          -       (134,978) 
                                                   ----------   ---------- 
                   TOTAL SHAREHOLDERS' EQUITY. .   17,755,172   18,527,351
                                                   ----------   ---------- 
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $65,752,797  $67,606,697 
                                                   ==========   ==========

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

</TABLE>
<PAGE>
<TABLE>
                            CIRCUIT  SYSTEMS,  INC.
                               AND  SUBSIDIARIES
              CONSOLIDATED  CONDENSED  STATEMENTS  OF  OPERATIONS
                                  (UNAUDITED)

                            THREE MONTHS ENDED          SIX MONTHS ENDED    
                           10/31/98    10/31/97      10/31/98     10/31/97   
                           ----------  ----------    ----------   ----------
  <S>                     <C>         <C>           <C>          <C>
  NET SALES. . . . . . .  $25,101,583 $20,473,136   $47,655,296  $33,395,754 
                                          
  COST OF GOODS SOLD. . .  21,021,036  18,242,125    40,522,254   30,525,683 
                           ----------  ----------    ----------   ----------
      GROSS PROFIT. . . .   4,080,547   2,231,011     7,133,042    2,870,071 

  SALES AND MARKETING
  EXPENSES. . . . . . . .     843,767     729,079     1,637,932    1,369,168 
  ADMINISTRATIVE EXPENSES     741,038     645,503     1,654,089    1,233,858 
  RESTRUCTURING CHARGE. .       -             -       1,520,000          -   
                           ----------  ----------    ----------   ----------
                            1,584,805   1,374,582     4,812,021    2,603,026 
                           ----------  ----------    ----------   ----------
      OPERATING INCOME. .   2,495,742     856,429     2,321,021      267,045 

  OTHER(INCOME)DEDUCTIONS
      INTEREST EXPENSE. .     712,725     661,154     1,439,904    1,016,157 
      GAIN ON SALE OF
      EQUIPMENT. . . . .          -          (325)          -           (325)
      EQUITY IN EARNINGS 
        OF UNCONSOLIDATED  
        AFFILIATE. . . .      (71,208)    (45,960)      (74,997)     (78,488)
      MINORITY INTEREST IN 
        LOSS OF SUBSIDIARY.       -       (22,817)      (31,782)     (51,192)
      RENTAL INCOME. . .     (100,460)   (118,460)     (204,520)    (209,320)
      SUNDRY. . . . . . .      (6,950)     (1,827)        4,740      (20,155)
                           ----------  ----------    ----------   ----------
                              534,107     471,775     1,133,345      656,677 
                           ----------  ----------    ----------   ----------
      EARNINGS (LOSS)
       BEFORE INCOME TAXES  1,961,635     384,654     1,187,676     (389,632)

  INCOME TAX EXPENSE
   (BENEFIT)                  722,000     168,000       447,000     (104,000)
                           ----------  ----------    ----------   ----------
     NET EARNINGS (LOSS). $ 1,239,635 $   216,654   $   740,676  $  (285,632)

  PER SHARE DATA

  NET EARNINGS (LOSS) PER
   COMMON SHARE - BASIC   $      0.29 $      0.04   $      0.17  $     (0.06)
                           ==========  ==========    ==========   ==========
  NET EARNINGS (LOSS) PER
   COMMON SHARE - DILUTED.$      0.29 $      0.04   $      0.17  $     (0.06)
                           ==========  ==========    ==========   ==========

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
</TABLE>
<PAGE>
<TABLE>

                          CIRCUIT  SYSTEMS,  INC.
                             AND  SUBSIDIARIES
                 CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS 
                                (UNAUDITED)
<CAPTION>
                                                    SIX MONTHS ENDED
                                               10/31/98           10/31/97
                                              ----------       ----------
 <S>                                         <C>              <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
     NET EARNINGS (LOSS). . . . . . . . .    $   740,676      $  (285,632)
     ADJUSTMENTS TO RECONCILE NET
      EARNINGS (LOSS) TO NET CASH PROVIDED
      BY (USED IN) OPERATING  ACTIVITIES:
      DEPRECIATION. . . . . . . . . . . .      2,593,016        2,166,059 
      GAIN ON SALE OF PROPERTY & EQUIPMENT           -               (325)
      DEFERRED INCOME TAXES. . . . . . .         175,000          (64,000)
      MINORITY INTEREST IN LOSS OF
       SUBSIDIARY. . . . .. . . . . . .          (31,782)         (51,192)
      EQUITY IN EARNINGS OF
       UNCONSOLIDATED AFFILIATE . . . .          (74,997)         (78,488)

      CHANGES IN ASSETS AND LIABILITIES,
       NET OF EFFECTS FROM ACQUISITION AND
       DIVESTITURE:
      ACCOUNTS RECEIVABLE. . . . . . . .        (516,195)      (5,870,026)
      INVENTORIES. . . . . . . . . . . .        (648,246)      (1,521,035)
      PREPAID EXPENSE. . . . . . . . . .         (38,993)          15,848 
      OTHER ASSETS . . . . . . . . . . .         404,413         (115,954)
      ACCOUNTS PAYABLE AND ACCRUED LIABILITIES   679,201        2,280,617 
                                              ----------       ----------
             TOTAL ADJUSTMENTS . . . . .       2,541,417       (3,238,496)
                                              ----------       ----------
             NET CASH PROVIDED BY (USED
              IN) OPERATIONS . . . . . .       3,282,093       (3,524,128)

 CASH FLOWS FROM INVESTING ACTIVITIES:
     CAPITAL EXPENDITURES. . . . . . . .      (3,439,458)      (1,497,275)
     PROCEEDS FROM SALE OF EQUIPMENT . .             -                325 
     MINORITY INTEREST CAPITAL
      CONTRIBUTION TO SUBSIDIARY. . . . .            -             12,047 
     PAYMENT FOR PURCHASE OF PRINTED
      CIRCUIT BOARD OPERATION OF PHILIPS             -        (10,150,000)
                                              ----------       ----------
   NET CASH USED IN INVESTING ACTIVITIES.     (3,439,458)     (11,634,903)

<PAGE>

 CASH FLOWS FROM FINANCING ACTIVITIES:
   NET BORROWINGS UNDER LINE OF CREDIT. .      2,543,240        8,331,778 
   PROCEEDS FROM LONG-TERM OBLIGATIONS. .        365,750       10,898,632 
   REPURCHASE OF COMMON STOCK . . . . . .       (872,832)      (1,075,721)
   PAYMENTS ON LONG-TERM OBLIGATIONS. . .     (3,049,452)      (2,649,005)
                                              ----------       ----------
           NET CASH (USED IN) PROVIDED BY 
            FINANCING ACTIVITIES. . . . .     (1,013,294)      15,505,684 

 EFFECT OF FOREIGN EXCHANGE RATE CHANGES.          7,236           (6,284) 
                                              ----------       ----------
 (DECREASE) INCREASE IN CASH. . . . . . .     (1,163,333)         340,369

 CASH AT THE BEGINNING OF THE PERIOD. . .      1,531,526          294,204 
                                              ----------       ----------
 CASH AT THE END OF THE PERIOD. . . . . .    $   368,193      $   634,573 
                                              ==========       ==========

 SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  CASH PAID (RECEIVED) DURING THE PERIOD FOR:
         INTEREST. . . . . . . . . . . .     $ 1,403,799      $ 1,001,514 
         INCOME TAXES. . . . . . . . . .        (105,876)         320,227 

 SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES:
    DIVESTITURE OF NET INVESTMENT IN CIRCUIT
     SYSTEMS(INDIA) LIMITED AND CIRCUIT SIGMA
     INDIA LIMITED IN SATISFACTION OF CERTAIN
     ACCRUED LIABILITIES AND REPURCHASE OF
     COMMON STOCK. . . . . . . . . . . .     $ 1,270,049      $         - 
                                                                           

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

</TABLE>
<PAGE>

                         CIRCUIT SYSTEMS,  INC.
                           AND  SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)


   1.   These  interim  Consolidated  Condensed  Financial  Statements
        should be read in  conjunction with the Consolidated Financial
        Statements and notes included  in the Company's April 30, 1998
        Annual Report and Form 10-K.

   2.   In  the  opinion  of the  Company,  the accompanying unaudited
        condensed  consolidated financial information   reflects   all
        adjustments (consisting only  of  normal  recurring  accruals)
        necessary for a  fair presentation of the statements contained
        herein.

   3.   These  consolidated  statements  are  presented  in accordance
        with the requirements of Form 10-Q  and  consequently  may not
        include  all  disclosures   normally  required  by   generally
        accepted accounting principles normally made in the  Company's
        Annual Report and Form 10-K.

   4.   The following table illustrates a reconciliation of the  basic
        and diluted earnings per share calculations.

                                   Three Months Ended       Six Months Ended
                                       10/31/97                10/31/97

  Net Earnings (Loss)                        $ 216,654              $(285,632)
                                              ========               ========
                                    Shares   Per Share     Shares   Per Share  
                                              Amount                 Amount   
                                   ---------  --------   ---------   --------
Basic Earnings (Loss) per Share    5,015,741 $    0.04   5,056,792  $   (0.06) 
Effect of Dilutive Securities:
    Stock Options                     29,297       -          N/A        N/A 
                                   ---------  --------   ---------   --------
Diluted Earnings (Loss) per Share  5,045,038 $    0.04   5,056,792  $   (0.06)
                                   =========  ========   =========   ========

                                   Three Months Ended       Six Months Ended
                                       10/31/98                10/31/98

  Net Earnings                              $1,239,635              $ 740,676 
                                             =========               ========

                                    Shares   Per Share     Shares   Per Share  
                                              Amount                 Amount   
                                   ---------  --------   ---------   --------
Basic Earnings (Loss) per Share    4,281,228  $   0.29   4,425,262  $    0.17 
Effect of Dilutive Securities:
    Stock Options                         -          -          -          -    
                                   ---------  --------   ---------   --------
Diluted Earnings (Loss) per Share  4,281,228  $   0.29   4,425,262  $    0.17
                                   =========  ========   =========   ========

<PAGE>

                          CIRCUIT SYSTEMS,  INC.
                            AND  SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

   5.   Effective  for the quarter  ended July 31,  1998, the  Company
        adopted  the provisions of  Statement of Financial  Accounting
        Standards  No.  130 "Reporting  Comprehensive  Income",  which
        requires that an  entity report, by major components and as  a
        single total, the  change in its net assets during the  period
        from  non-shareholder resources.   Total comprehensive  income
        (loss) for the  three months and six months ended October  31,
        1998 was   $1,239,635 and $821,662, respectively, and for  the
        three  months  and  six months  ended  October  31,  1997  was
        $209,844 and $(289,402) , respectively.

   6.   Effective   July  27,  1998,  the   Company's  executive  vice
        president resigned as  an officer and director of the Company.
        In  connection  therewith,  the Company  agreed  to repurchase
        the 181,181  shares held by him for $775,000  and entered into
        severance  and non-compete  agreements and  agreed to  sell to
        him its  70% interest in Circuit  Systems  (India) Limited and
        its 100% interest in Circuit Sigma India Limited.

        In  addition,  during the  quarter  ended  July 31,  1998,  the
        Company  recorded  a   restructuring  charge  of  approximately
        $1,520,000,  relating  to  a reorganization  of  the  Company's
        management  and   plant  operations.    The  majority   of  the
        restructuring  charge  relates  to  severance  and  termination
        benefits  for  its  executive vice  president  and  five  other
        managers and supervisors.

   7.   On August 25, 1998, the Company announced  that it entered into
        a nonbinding letter  of  intent with the three  shareholders of
        Silicon  Valley   Printed  Circuits  ("SV")  of   Santa  Clara,
        California,   to  acquire   the  assets   and  assume   certain
        liabilities  of  SV.    SV   specializes  in  quick  turnaround
        production for both prototype and low  to medium volume orders.
        Through  the  Company's newly  formed subsidiary, SVPC  Circuit
        Systems,  Inc.  ("SVPC"),  the  acquisition  was  completed  on
        December 7, 1998  with  an effective date of December 1,  1998. 
        The   purchase  price  was $7,000,000  plus the  assumption  of
        certain   liabilities  of   approximately   $5,000,000.     The
        purchase   price  will  be   funded  utilizing  $3,000,000   of
        collateralized bank  borrowings (due to SV on January  4, 1999)
        plus $4,000,000 in subordinated  notes, payable over 60 months.
        The  acquisition  will be  accounted  for as  a  purchase.  The
        purchase price, including direct  costs of acquisition, will be
        allocated to the assets acquired and liabilities  assumed based
        upon their  estimated fair  values  when all  of  the necessary
        information becomes available.  Results of operations for  SVPC
        will  be  included  with  those  of  the  Company  for  periods
        subsequent to the effective date of the acquisition. The excess
        of the purchase price over  the net assets  acquired,  which is
        expected to exceed  $6,000,000, will be amortized to operations
        over 10 years.
<PAGE>
        In  consideration  of  the  acquisition  of  SV,  the Company's
        commercial  lender increased the line  of credit to $18,000,000
        during   December,  1998.     The  overall   line  consists  of
        $15,000,000,  which  matures August  31,  2000  and $3,000,000,
        which matures on August 31, 1999.  The line has various pricing
        grids  (based on  certain debt to  tangible net  worth ratios),
        which  will initially  bear interest at  the bank's  prime rate
        (7.75%  at November  30, 1998) plus 1/4% ,  or the  Company may
        borrow  $1,000,000 increments  at LIBOR plus  3%.   The maximum
        borrowings  of  $18,000,000  is  limited  to  80%  of  eligible
        accounts  receivable, 75%  of eligible  finished goods  (not to
        exceed  $2,500,000) and 50% of  eligible raw material inventory
        (not to exceed $2,500,000).


                          CIRCUIT  SYSTEMS,  INC.
                            AND  SUBSIDIARIES

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

         This  discussion   contains  forward-looking   statements  that
         involve risks and uncertainties.  The Company's  actual results
         could differ materially  from those discussed herein.   Factors
         that could cause or contribute to such differences include, but
         are not limited  to, those discussed  herein, as well  as those
         discussed in the Company's  Annual Report on Form  10-K for the
         year ended April  30, 1998.  Reliance  on these forward-looking
         statements reflect  management's analysis only  as of  the date
         hereof.   The  Company  undertakes  no obligation  to  publicly
         release the  results of any  revision to  these forward-looking
         statements which may be made to reflect events or circumstances
         after  the  date  hereof  or  to   reflect  the  occurrence  of
         unanticipated  events.    Although  the  Company  believes  the
         expectations expressed  in such forward-looking  statements are
         based  on  reasonable assumptions  within  the  bounds  of  its
         knowledge of  its  business, a  number of  factors could  cause
         actual results to differ materially from those expressed in any
         forward-looking statements, whether oral or written, made by or
         on  behalf  of  the  Company.    Many  of  these  factors  have
         previously been identified in filings or  statements made by or
         on behalf  of the  Company.   The  Company does  not intend  to
         update these forward-looking statements.

         Reference to "IL" hereinafter refers to the Company's  Illinois
         operations only; reference to "CST" refers  to Circuit  Systems
         of Tennessee; reference  to "CSIL"  refers to  Circuit  Systems
         (India) Limited.
<PAGE>
         Net  sales  for   the  quarter  ended  October  31,  1998, were
         $25,102,000, increasing by 23% when compared to $20,473,000 for
         the same quarter last year.  The net sales of IL, CST, and CSIL
         for   fiscal  1999   were  $17,668,000,   $7,434,000  and   $0,
         respectively,  as  compared  to   $14,376,000,  $5,992,000  and
         $105,000, respectively, for fiscal 1998.  The increase in sales
         is  primarily  due  to  new  or  increased  activity  from  new
         customers as well as increased demand from the current customer
         base.  Net sales to three customers accounted for approximately
         $15,980,000 or   64%  for the quarter  ended October  31, 1998,
         compared   to   five   customers   representing   approximately
         $15,969,000 or 78% of net sales for the same quarter last year.

         Gross profit for  the quarter  was $4,081,000 or  16.3% of  net
         sales, compared  to $2,231,000  or 10.9%  of net  sales for the
         same quarter  last year.   The increase in  the gross profit is
         primarily due  to the increase  in the  net sales as well as  a
         decrease in the material and labor costs as a percentage of net
         sales which  is attributable  to  better operating efficiencies
         and yields.  Overhead  expenses have increased by approximately
         $1,300,000   partially    due   to    the   overall   increased
         infrastructure of  the Company's facilities.   Overall, margins
         have and will continue  to be impacted as a result of continued
         pricing pressures, primarily from Asian competition.


         The net sales  for the six  months ended October  31, 1998 were
         $47,655,000, increasing by  43% from  $33,396,000 for  the same
         period last year.  CST sales for  the 1997 period were included
         from July 28, 1997, the date of acquisition.   The net sales of
         IL, CST and CSIL for fiscal  1999 were $34,405,000, $12,638,000
         and  $612,000,  respectively,   as  compared   to  $26,961,000,
         $6,262,000 and $173,000,  respectively, for  fiscal 1998.   Net
         sales to three individual customers accounted for approximately
         58% compared  to  the  same  period  last  year in  which  four
         customers accounted for  approximately 66%  of net sales.   The
         gross profit  for the  six months  ended  October 31,  1998 was
         $7,133,000 or  15.0% of  net sales,  compared to  $2,870,000 or
         8.6% of net sales for the  same period in the  prior year.  The
         gross profit for the  Company was affected by  the same factors
         as noted above.

         Sales and marketing, and administrative  expenses for the three
         and six months ended October 31,  1998, were $1,585,000 or 6.3%
         of net sales and $3,292,000 or 6.9% of net sales, respectively,
         compared to $1,375,000 or  6.7% of net sales  and $2,603,000 or
         7.8% of  net sales,  respectively,  for the  same  periods last
         year.  The decrease in expenses  as a  percentage of  net sales
         is  partially  due to a majority of CST  revenue base not being
         subject to sales commissions as well as the overall increase in
         Company sales.
<PAGE>
                           CIRCUIT SYSTEMS,  INC.
                             AND  SUBSIDIARIES

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


         Operating expenses  for the six  months ended  October 31, 1998
         also included a  restructuring charge of  $1,520,000 (which was
         recorded in the  first quarter) relating  to the reorganization
         of the Company's management and plant operations.  The majority
         of  the  charge relates  to  severance  and  other  termination
         benefits  for  an  executive  vice  president  and  five  other
         managers and supervisors.   Excluding the restructuring charge,
         income from operations was $3,841,000  or 8.1% of net sales for
         the six months ended  October 31, 1998 compared  to income from
         operations of $267,000 or 0.8% of net sales in the prior year.

         Other deductions-net for the three and six months ended October
         31, 1998, were $534,000  and $1,133,000, respectively, compared
         to $472,000 and $657,000, respectively, for the same periods in
         the prior  year.   Interest expense  increased to  $713,000 and
         $1,440,000, respectively,  in  1998, compared  to  $661,000 and
         $1,016,000, respectively, for the same periods  last year.  The
         increase is due to  the debt incurred to  acquire the Phillip's
         operation in July 1997  and increased borrowing  under the line
         of credit to fund  the additional working capital  needs of the
         IL and  CST  operations  and  the  Company's stock  repurchases
         during fiscal 1998 and 1999.

         The effective income tax rate for  the six months ended October
         31, 1998 is 37.6%, compared  to the 1997 rate  of (26.7)%.  The
         lower effective tax  rate in 1997  was due to  the inability to
         recognize the  tax  effects of  certain  foreign  net operating
         losses.

         The net earnings  and diluted earnings  per share for  the three
         months and six months ended October 31, 1998, were $1,240,000 or
         $.29, and $741,000 or $.17, compared to net  earnings (loss) and
         diluted earnings  (loss)  per  share  of $217,000  or  $.04  and
         $(286,000) or $(.06) for the three and six month  periods in the
         prior year.


         LIQUIDITY  AND  CAPITAL  RESOURCES

         The Company  has historically  financed its  operations, capital
         expenditures, stock repurchases  and  debt  payment requirements
         through its line of credit, other collateralized borrowings  and
         cash generated from operations.

<PAGE>
                           CIRCUIT SYSTEMS,  INC.
                             AND  SUBSIDIARIES

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


         Effective December 1, 1998, the Company, through its newly formed
         subsidiary, SVPC Circuit Systems, Inc., completed the acquisition
         of assets and assumption of certain liabilities of Silicon Valley
         Printed  Circuits   ("SV")  of   Santa  Clara,   California.   SV
         specializes in quick turnaround production for both prototype and
         low to medium volume orders.  The  purchase  price was $7,000,000
         plus  the  assumption  of  certain  liabilities  of approximately
         $5,000,000.   The  purchase   price  will   be  funded  utilizing
         $3,000,000  of  collateralized  bank  borrowings  (due  to SV  on
         January 4, 1999)  plus $4,000,000  in  subordinated notes payable
         over 60  months.   The acquisition  will be  accounted  for as  a
         purchase.    The  purchase  price,  including  direct   costs  of
         acquisition,  will  be  allocated  to  the  assets  acquired  and
         liabilities assumed based upon  their estimated fair values  when
         all of the necessary information  becomes available.  Results  of
         operations for SVPC will  be included with  those of the  Company
         for  periods subsequent to the effective date of the acquisition.
         The excess  of the purchase price  over the net assets  acquired,
         which is  expected to  exceed $6,000,000,  will  be amortized  to
         operations over 10 years.

         In  consideration  of  the  acquisition  of  SV,   the  Company's
         commercial lender  increased the  line of  credit to  $18,000,000
         during December 1998.  The overall line consists  of $15,000,000,
         which matures August  31, 2000 and  $3,000,000, which matures  on
         August 31, 1999.   The line has various  pricing grids (based  on
         certain debt to tangible net worth ratios), which  will initially
         bear interest at  the bank's  prime rate (7.75%  at November  30,
         1998)plus 1/4% or the Company may borrow in $1,000,000 increments
         at LIBOR  plus 3%.    The maximum  borrowings of  $18,000,000  is
         limited to 80% of eligible  accounts receivable, 75% of  eligible
         finished goods (not to exceed $2,500,000) and 50% of eligible raw
         material inventory (not  to exceed $2,500,000).   At October  31,
         1998,  there  was  approximately  $1,380,000  of   unused  credit
         available under the  line of  credit (based upon a total facility
         of  $15,000,000 at  October 31, 1998).   The  agreement  contains
         certain covenants  which have  been amended,  which restrict  the
         amount  of  dividends  the  Company  could  pay,   capital  stock
         redemptions, and capital expenditures.  Other financial covenants
         pertain to the  maintenance of specified current debt to tangible
         net worth and  debt  service  ratio and  tangible  net  worth  as
         defined.   The Company  was  in violation  of its  capital  stock
         redemption covenant which has since been waived by the bank. 
<PAGE>
         Effective July  27, 1998, the Company's executive vice  president
         resigned  as  an  officer  and  director  of  the  Company.    In
         connection  therewith,  the  Company  agreed  to  repurchase  the
         181,181  shares  held  by  him  for  $775,000  and  entered  into
         severance  and non-compete agreements and  agreed to sell to  him
         its  70% interest  in Circuit   Systems (India)  Limited and  its
         100%  interest  in Circuit  Sigma  India Limited.  The  net  cash
         outlay to the former officer is approximately $400,000.

         The Company  has purchase commitments as  of October 31, 1998  of
         approximately $3,400,000  for future deliveries of machinery  and
         equipment and building  improvements/furniture  for  the  2400 E.
         Lunt Avenue  property.   The Company  has completed  the  move of
         a majority of  its  administrative  staff to this location.   The
         Company intends to finance such purchases through  collateralized
         borrowings and existing cash flow.   The  amount  of  anticipated
         capital  expenditures  will  frequently change  based  on  future
         changes in business plans.

                           CIRCUIT SYSTEMS,  INC.
                             AND  SUBSIDIARIES

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


         The Company's  backlog  at  October 31,  1998  is  approximately
         $16,419,000, which  included approximately  $4,900,000 for  CST,
         compared to  $18,615,000  at October  31, 1997,  which  included
         approximately $6,230,000  for  CST.   Backlog  is  comprised  of
         orders for which artwork has been received, a delivery date  has
         been scheduled and the  Company  reasonably  anticipates it will
         manufacture and deliver the order.  The  majority of the October
         31,   1998   backlog   is   scheduled  to  be   shipped   within
         approximately  4  months.  The  reliability  of  backlog  as  an
         indicator of future sales varies substantially with the  make-up
         of  customers' orders  and the  Company's  scheduled  production
         and  delivery  dates.  A  significant  portion of the  Company's
         backlog  at  any  time  may  be  subject  to   cancellation   or
         postponement without penalty.

         YEAR 2000 COMPLIANCE

         During the first six months, the Company continued its Year 2000
         compliance project as previously discussed  in its 1998 Form 10-
         K.  The Company has hired an independent consulting firm and the
         evaluation phase process has begun  whereby the firm will verify
         the inventory  of all existing  Company hardware  application as
         well as the  relevant software  portfolio required to  run these
         applications such  as  operating  systems, workstations,  source
         codes, databases, data files, etc.

         The Company believes that the costs  of the Year 2000 compliance
         project are consistent with its previous estimates.
<PAGE>
         The Company anticipates  completion of the  Year 2000 project  by
         mid 1999.  The  Company's  assessments and plans to  complete its
         Year 2000  project are  based upon  management's best  estimates,
         which were derived utilizing presently available  information and
         numerous assumptions about future events such as  availability of
         certain resources, ability to identify and correct relevant codes
         and  other  uncertainties.     The  Company  believes   that  its
         compliance with Year 2000 issues will not have a  material impact
         on its business, operations or financial condition.

         Item 3.   Quantitative and  Qualitative Disclosures  about Market
         Risks

             Not  Applicable.


                               PART II -   OTHER  INFORMATION


         Item  6.  Exhibits and Reports on Form 8-K

                (a)Exhibits

                (b)Reports on Form 8-K
                   None.

<PAGE>

                           CIRCUIT  SYSTEMS,  INC.
                              AND  SUBSIDIARIES



                                 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,  registrant's  principal
         financial officer, thereunto duly authorized.


                                                Circuit Systems, Inc.
                                                (registrant) 


                                                /s/ James E. Robbs
                                                    James E. Robbs
                                                               
                                                Chief Financial Officer
                                                (Principal Financial Officer)


        December 15, 1998