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  January   31,  1999.

         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  or  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)
                                            
        (847)  439 - 1999                                                 
  (Registrant's telephone number,          (Former name, former addressand
  including area code)                     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
  that the registrant was required to file such reports), and (2) has  been
  subject to such  filing  requirements  for  the  past 90 days.
                       Yes      X        No       .

           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:  February 28, 1999, 3,944,358

<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 and Results of Operations ................... 8

      Item 3. Quantitative and Qualitative Disclosures about
               Market Risks .......................................... 12

      PART II. OTHER  INFORMATION

      Item 6. Exhibits and Reports on Form 8-K........................ 12


      SIGNATURES...................................................... 13

<PAGE>
<TABLE>
                         CIRCUIT  SYSTEMS,  INC.
                            AND  SUBSIDIARIES
                CONSOLIDATED  CONDENSED  BALANCE  SHEETS
                               (UNAUDITED)

                                                    1/31/99       4/30/98
                                                   ----------   -----------
     <S>                                          <C>          <C>
                  ASSETS
     CURRENT ASSETS
         CASH AND CASH EQUIVALENTS . . .          $   876,009  $  1,531,526
         ACCOUNTS RECEIVABLE, LESS ALLOWANCE                               
          OF $175,000 AND $150,000, RESPECTIVELY   13,973,482    14,286,084
         INVENTORIES
             RAW MATERIALS. . . . . . . . . . .     3,709,649     3,118,101
             WORK IN PROCESS.. . . . . . . . .      2,985,954     2,533,346
             FINISHED GOODS. . . . . . . . . .      2,129,813     2,863,661
                                                   ----------   -----------
                                                    8,825,416     8,515,108

          REFUNDABLE INCOME TAXES. . . . . . .      1,020,000     1,150,000
          DEFERRED INCOME TAXES. . . . . . . .        330,000       330,000
          PREPAID EXPENSES. . . . . . . . . . .       130,864       572,082
                                                   ----------   -----------
             TOTAL CURRENT ASSETS. . . . . . .     25,155,771    26,384,800

       INVESTMENT IN AFFILIATE. . . . . . . . .     3,047,017     2,930,595

       PROPERTY, PLANT AND EQUIPMENT - AT COST
         BUILDING AND IMPROVEMENTS. . . . . .      14,959,733    13,686,852
         MACHINERY AND EQUIPMENT. . . . . . .      51,138,025    43,073,334
         AUTOMOTIVE EQUIPMENT. . . . . . . . .        111,081        98,938
                                                   ----------   -----------
                                                   66,208,839    56,859,124
             LESS ACCUMULATED DEPRECIATION.        26,765,617    22,740,838
                                                   ----------   -----------
                                                   39,443,222    34,118,286
             LAND. . . . . . . . . . . . . . .      3,040,453     2,693,089
                                                   ----------   -----------
                                                   42,483,675    36,811,375
     OTHER ASSETS
         GOODWILL, NET . . . . . . . . . . .        6,552,812          -   
         DEPOSITS AND SUNDRY. . . . . . . . .         992,733     1,479,927
                                                   ----------   -----------
             TOTAL OTHER ASSETS . . . . . . .       7,545,545     1,479,927
                                                   ----------   -----------
               TOTAL ASSETS. .. . . . . . . .     $78,232,008   $67,606,697
                                                   ==========    ==========
<PAGE>
         LIABILITIES AND SHAREHOLDERS. EQUITY

     CURRENT LIABILITIES
         CURRENT MATURITIES OF L/T OBLIGATIONS.   $ 7,081,000  $  7,088,855
         ACCOUNTS PAYABLE. . .. . . . . . . . .     8,245,170    10,203,540
         ACCRUED LIABILITIES. . . . . . . . . .     2,261,138     1,880,966 
         INCOME TAXES PAYABLE. . . . . . . . .         71,894         -    
                                                   ----------   -----------
             TOTAL CURRENT LIABILITIES.. .         17,659,202    19,173,361 
                                                                             
     LONG-TERM OBLIGATIONS. . . . . . . . . .      41,339,211    27,380,107 
     DEFERRED INCOME TAXES. . . . . . . . . .       2,283,000     2,108,000 
     MINORITY INTEREST. . . .  . . . . . . . .            -         417,878 

     SHAREHOLDERS. EQUITY
         COMMON STOCK. . . . . . . . . . . . .      2,228,526     2,554,579  
         RETAINED EARNINGS. . . . . . . . . . .    14,722,069    16,107,750 
         CUMULATIVE FOREIGN CURRENCY
           TRANSLATION ADJUSTMENT. . . . . . .            -        (134,978)
                                                   ----------   -----------
             TOTAL SHAREHOLDERS. EQUITY. . . .     16,950,595    18,527,351
                                                   ----------   -----------
     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.  $78,232,008   $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        NINE MONTHS ENDED  
                                1/31/99      1/31/98      1/31/99      1/31/98
                              ----------   ----------   ----------   ----------
<S>                          <C>          <C>          <C>          <C> 
NET SALES. . . . .           $20,708,764  $18,833,070  $68,364,060  $52,228,824

COST OF GOODS SOLD. .. .      18,744,032   17,311,165   59,266,286   47,836,848
                              ----------   ----------   ----------   ----------
    GROSS PROFIT. . . .        1,964,732    1,521,905    9,097,774    4,391,976

SALES AND MARKETING EXPENSES     898,339      675,658    2,536,271    2,044,826
ADMINISTRATIVE EXPENSES. . .     930,672      638,196    2,584,761    1,872,064
RESTRUCTURING CHARGE . . . .         ---          ---    1,520,000          ---
                              ----------   ----------   ----------   ----------
                               1,829,011    1,313,854    6,641,032    3,916,880
    OPERATING INCOME. . . .      135,721      208,051    2,456,742      475,096

OTHER (INCOME) DEDUCTIONS
    INTEREST EXPENSE. . . .      931,312      679,202    2,371,216    1,695,359
    INTEREST RECEIVED . . .      (37,895)      (2,785)     (39,733)      (8,894)
    GAIN ON SALE OF EQUIPMENT        ---          ---          ---         (325)
    EQUITY IN EARNINGS OF
    UNCONSOLIDATED AFFILIATE.    (41,425)      (1,803)    (116,422)     (80,291)
    RENTAL INCOME . . . . . .    (94,347)    (100,460)    (298,867)    (309,780)
    MINORITY INTEREST IN LOSS
        OF SUBSIDIARY.  . . .        ---      (10,404)     (31,782)     (61,596)
    SUNDRY. . . . . .           (160,303)      24,340     (153,725)      10,294
                              ----------   ----------   ----------   ----------
                                 597,342      588,090    1,730,687    1,244,767

    EARNINGS (LOSS) BEFORE                  
INCOME TAXES. . . . . . . .     (461,621)    (380,039)     726,055     (769,671)

INCOME TAX EXPENSE (BENEFIT)    (142,000)    (131,000)     305,000     (235,000)
                              ----------   ----------   ----------   ----------
    NET EARNINGS (LOSS).     $  (319,621) $  (249,039) $   421,055  $  (534,671)
                              ==========   ==========   ==========   ==========
PER SHARE DATA

    NET EARNINGS (LOSS) PER
COMMON SHARE - BASIC . . .   $     (0.08)  $    (0.05)   $      .10  $    (0.11)
                              ==========   ==========   ==========   ==========

    NET  EARNINGS (LOSS) PER
COMMON SHARE - DILUTED . .   $     (0.08)  $    (0.05)   $      .10  $    (0.11)
                              ==========   ==========   ==========   ==========

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
</TABLE>
<PAGE>
<TABLE>
                         CIRCUIT  SYSTEMS,  INC.
                            AND  SUBSIDIARIES
                CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                               (UNAUDITED)

                                                      NINE MONTHS ENDED
                                                   1/31/99         1/31/98 
                                                  ---------      ----------
<S>                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET EARNINGS (LOSS). . . . . . . . . .      $     421,055    $   (534,671)
   ADJUSTMENTS TO RECONCILE NET EARNINGS
    (LOSS) TO NET CASH PROVIDED BY (USED
    IN) OPERATING  ACTIVITIES:
      DEPRECIATION AND AMORTIZATION .....         4,225,715       3,365,862
      GAIN ON SALE OF PROPERTY & EQUIPMENT              ---            (325)
      DEFERRED INCOME TAXES .............           175,000         (73,000)
      MINORITY INTEREST IN LOSS OF SUBSIDIARY       (31,782)        (61,596)
      EQUITY IN EARNINGS OF UNCONSOLIDATED
        AFFILIATE ................                 (116,422)        (80,291)

CHANGES IN ASSETS AND LIABILITIES, NET OF
  EFFECTS FROM  ACQUISITION AND DIVESTITURE:     
    ACCOUNTS RECEIVABLE .................         1,220,094      (4,197,423)
    INVENTORIES .........................          (101,811)     (1,601,878)
    PREPAID EXPENSES ....................           467,759        (108,618)
    OTHER ASSETS ........................           522,276        (239,150)
    ACCOUNTS PAYABLE AND  ACCRUED LIABILITIES    (2,989,836)      2,504,733 
                                                  ---------      ----------
                   TOTAL ADJUSTMENTS ....         3,370,993        (491,686)
                                                  ---------      ----------
  NET CASH PROVIDED BY (USED IN) OPERATIONS       3,792,048      (1,026,357)

<PAGE>

CASH FLOWS FROM INVESTING ACTIVITIES:
  CAPITAL EXPENDITURES. . . . . . . . .          (7,626,307      (2,442,128)
  PROCEEDS FROM SALE  OF PROPERTY & EQUIPMENT          ---              325
  MINORITY INTEREST CAPITAL CONTRIBUTION TO
    SUBSIDIARY ......................                  ---       
  BUSINESS ACQUISITIONS, NET OF CASH ACQUIRED    (2,751,955)    (10,150,000)
                                                  ---------      ----------
     NET CASH USED IN INVESTING ACTIVITIES      (10,378,262)    (12,591,796)

CASH FLOWS FROM FINANCING ACTIVITIES:
  NET BORROWINGS UNDER LINE OF CREDIT             5,016,903       9,648,118
  ACQUISITION OF STOCK ...............           (1,357,789)     (2,833,045)
  PROCEEDS FROM LONG-TERM OBLIGATIONS            11,123,521      11,249,198
  PAYMENTS ON LONG-TERM OBLIGATIONS ..           (8,859,264)     (3,769,619)
                                                  ---------      ----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES     5,923,371      14,294,652

EFFECT OF FOREIGN EXCHANGE RATE CHANGES               7,326         (34,377)
                                                  ---------      ----------
(DECREASE) INCREASE IN CASH                        (655,517)        642,122

CASH AT THE BEGINNING OF THE PERIOD. . .          1,531,526         294,204
                                                  ---------      ----------
CASH AT THE END OF THE PERIOD. . . . . .      $     876,009    $    936,326
                                                  =========       =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
 CASH PAID (RECEIVED) DURING THE PERIOD FOR:
           INTEREST ........................  $   2,277,594    $  1,674,472
           INCOME TAXES ....................        183,124         936,326
 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    $        ---     
   SUBORDINATED DEBT TO SELLER IN CONJUNCTION
    WITH BUSINESS ACQUISITION                 $   4,000,000    $        ---    


     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.

       Revenue is recognized by the Company at the time the product is
       shipped or in the case of consigned inventory, when placed into
       the customer's manufacturing process.

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

<PAGE>
<TABLE>

                                   Three Months Ended     Nine Months Ended
                                         1/31/98               1/31/98
                                         -------               -------
<S>                                <C>       <C>        <C>       <C>
Net Earnings (Loss)                          $(249,039)           $(534,671)
                                              ========             ========

                                    Shares   Per Share   Shares   Per Share
                                               Amount               Amount
                                   ---------   ------   ---------   -------
Basic Earnings (Loss) per Share    5,015,741  $ (0.05)  5,056,792  $  (0.11)
Effect of Dilutive Securities:
  Stock Options                          N/A      N/A         N/A       N/A
                                   ---------   ------   ---------   -------
Diluted Earnings (Loss) per Share  5,015,741  $ (0.05)  5,056,792  $  (0.11)
                                   =========   ======   =========   =======


                                   Three Months Ended     Nine Months Ended
                                         1/31/99              1/31/99
                                         -------              -------
Net Earnings (Loss)                          $(319,621)           $ 421,055  
                                              ========             ========

                                    Shares   Per Share   Shares   Per Share
                                               Amount               Amount
                                   ---------   ------   ---------   -------
Basic Earnings (Loss) per Share    4,060,874  $ (0.08)  4,303,799  $   0.10
Effect of Dilutive Securities:
  Stock Options                          N/A      N/A         ---       ---
                                   ---------   ------   ---------   -------
Diluted Earnings (Loss) per Share  4,060,874  $ (0.08)  4,303,799  $   0.10
                                   =========   ======   =========   =======

</TABLE>
<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  nine  months  ended  January   31,  1999  was  $ (319,621)  and
     $502,041,  respectively, and  for the  three months  and nine months
     ended January 31, 1998 was $(265,895) and  $(555,297), 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
     was funded utilizing  $3,000,000 of  collateralized bank  borrowings
     (paid to  SV on  January 5,  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, was  allocated  to the assets  acquired and liabilities
     assumed  based  upon  their  estimated  fair  values.    Results  of
     operations for  SVPC is  included with  those of  the Company  since
     December 1, 1998.   The  excess of  the purchase price over  the net
     assets  acquired,  which  is  approximately  $6,655,000,   is  being
     amortized to operations over 10 years.
<PAGE>

     The fair value  of assets acquired,  net of liabilities  assumed  or
     created is as follows.


     Current assets, other than cash acquired              $(1,831,000)
     Plant and equipment                                    (3,872,000)
     Purchase price in excess of net assets acquired        (6,656,000)
     Liabilities assumed and seller subordinated debt        9,607,000
                                                            ----------
     Cash paid, net of cash acquired                       $(2,752,000)
                                                            ==========

     The prior operating results of  SV were maintained on  a cash  basis
     and it  is  therefore  impracticable  to  provide  interim  proforma
     results of operations  from the  beginning of the  Company's  fiscal
     year on a combined basis.

     8.    As  of   January  4,  1999,  the  Company  changed  its   lead
     commercial lender and  entered into a  line of credit  agreement  of
     $18,000,000 and a term note in the amount  of $7,000,000.  The  term
     note  of  $7,000,000  was   utilized  to  pay  off   term  debt   of
     approximately   $2,560,000   to  the   Company's  previous   lender,
     $3,000,000 for the asset purchase from  SV and the remaining  amount
     to reduce line of credit borrowings.

<PAGE>
                               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,  including   Year  2000   matters.    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; reference to "SVPC" refers to SVPC Circuit Systems, Inc.

     Net sales for the quarter ended January 31, 1999, were  $20,709,000,
     increasing by 10% when compared to $18,833,000 for the same  quarter
     last year.  The net  sales of IL, CST, SVPC and CSIL for the  fiscal
     1999  quarter were  $15,108,000,  $3,226,000 ,  $2,375,000  and  $0,
     respectively,  as  compared  to  $14,162,000,  $4,685,000,  $0   and
     $256,000,  respectively, for the  fiscal 1998 quarter.   SVPC  sales
     for the  1999 period were included from December  1, 1998, the  date
     of  acquisition.  The  increase in  sales is  primarily due  to  the
     inclusion of  SVPC sales from December  1, 1998, increased  activity
     within  the  IL customer  base,  which was  partially  offset  by  a
     $1,459,000 decrease in TN sales due to an unanticipated slowdown  in
     the  consumer electronics  customer base  in  early November.    Net
     sales to four customers  accounted for approximately $11,753,000  or
     57%  for  the quarter  ended  January 31,  1999,  compared  to  four
     customers representing approximately 62%  of net sales for the  same
     quarter last year.
<PAGE>
     Gross profit  for the quarter was $1,965,000 or  9.5% of net  sales,
     compared to  $1,522,000 or 8.1% 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 improved operating efficiencies  and yields.  This was  partially
     offset  by an  increase  in overhead  expenses due  to  the  overall
     increased infrastructure and  capacity of the Company's  facilities.
     Margins  have  and  will continue  to  be  impacted  as a  result of
     continued pricing pressures, primarily from Asian competition.

     The net  sales for  the nine  months  ended January  31,  1999  were
     $68,364,000, increasing by 31% from $52,229,000 for the same  period
     last year.  CST sales for  the 1998 period were  included from  July
     28, 1997,  the  date  of acquisition  and SVPC  sales for  the  1999
     period were included from December 1, 1998,  the  effective date  of
     acquisition.  The net  sales of IL,  CST, SVPC and  CSIL for  fiscal
     1999 were  $49,514,000,  $15,863,000,  $2,375,000,   and   $612,000,
     respectively, as  compared  to  $41,123,000,  $10,677,000,  $0   and
     $429,000 ,  respectively,  for  fiscal 1998.    Net  sales  to  four
     individual customers  accounted for  approximately 61%  compared  to
     the same period  last year  in which  four customers  accounted  for
     approximately 63%  of net  sales.   The gross  profit for  the  nine
     months ended January 31, 1999 was $9,098,000 or 13.3% of net  sales,
     compared to $4,392,000 or 8.4% 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
     nine months ended January 31, 1999, were  $1,829,000 or 8.8% of  net
     sales and $5,121,000 or  7.5% of net  sales, respectively,  compared
     to $1,314,000 or 7.0%  of net sales  and $3,917,000 or  7.5% of  net
     sales,  respectively,  for   the   same  periods  last  year.   1999
     quarterly and year to date expenses have  increased in total due  to
     the inclusion  of  SVPC  from  December  1998,  which  amounted   to
     approximately  $470,000,  including  amortization  of   goodwill  of
     approximately $105,000.In addition, the year to  date expenses  have
     increased due to increased commissions  on  a larger  commissionable
     sales base as well as the  inclusion of CST for the  full period  in
     1999.

     Operating expenses for the nine months  ended January 31, 1999  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
     $3,977,000 or 5.8% of net  sales for the nine  months ended  January
     31, 1999, compared to income from operations  of $475,000 or .9%  of
     net sales in the prior year.
<PAGE>
     Other deductions-net for  the three  and nine months  ended  January
     31, 1999, were  $598,000 and $1,731,000,  respectively, compared  to
     $588,000 and $1,245,000, respectively, for the  same periods in  the
     prior year.  Interest expense increased to $931,000 and  $2,371,000,
     respectively,  in  1999,  compared   to   $679,000  and  $1,695,000,
     respectively, for the same periods last year.   The increase is  due
     to the debt incurred to acquire the Philip's operation in July  1997
     and the SVPC  operation in  December 1998 and  increased  borrowings
     under the line  of credit  to fund  the additional  working  capital
     needs and the  Company's stock  repurchases during fiscal  1998  and
     1999.

     The effective income tax rate for the  nine months ended January 31,
     1999  is 42.0%, compared  to  the  1998  rate of (30.5)%.  The  1999
     rate  is higher than  the federal and  state statutory rates  due to
     the inability to utilize the state tax benefit  on the SVPC loss and
     the  inability  to  recognize  the  tax  effect  of  a  foreign  net
     operating loss.   The lower effective  tax benefit rate in  1998 was
     due  to  the inability  to  recognize  the tax  effects  of  certain
     foreign net operating losses.

     The net  earnings (loss) and diluted  earnings (loss) per  share for
     the  three  months and  nine  months ended  January  31, 1999,  were
     $(320,000) or  $(0.08), and $421,000 or $0.10, compared  to net loss
     and diluted loss  per share of  $(249,000) or  $(.05) and $(535,000)
     or $(.11) for the three and nine 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.

     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 was  funded utilizing  $3,000,000 of  collateralized
     bank borrowings (paid  to SV on January 5, 1999)  plus $4,000,000 in
     subordinated  notes, payable  over 60  months.   The acquisition  is
     accounted for  as a purchase.  The purchase  price, including direct
     costs of acquisition, has been allocated  to the assets acquired and
     liabilities  assumed  based  upon  their   estimated   fair  values.  
     Results of operations for SVPC have been  included with those of the
     Company since  December 1, 1998, the  date of the acquisition.   The
     excess  of  the purchase  price  over  the net  assets  acquired  of
     approximately $6,656,000,  is being amortized to operations  over 10
     years.
<PAGE>
     As  of January 4,  1999, the Company  changed its commercial  lender
     and  entered into a  line of credit  agreement of $18,000,000  and a
     term note  of $7,000,000. The  maximum borrowings of  $18,000,000 is
     limited  to 85%  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 $2,000,000).    At January  31,
     1999,  the  line  of  credit  was  fully  utilized.   The  agreement
     contains certain  covenants, 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 debt to tangible net worth  and debt service ratios and
     minimum EBITDA and tangible net worth as defined.

     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
     owned 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, which is  payable in August  1998 and  April
     1999. 

     In November 1998, the Company received minority status certification
     from the Chicago Minority Business Development Council, Inc.

     The Company  has purchase  commitments as  of January  31,  1999  of
     approximately $2,900,000  for  future deliveries  of  machinery  and
     equipment.  The Company has completed the move of a majority of  its
     administrative  staff  to  the  2400 E.  Lunt  Avenue property.   In
     addition, the  Company  has purchase  commitments  of  approximately
     $1,200,000  for  future  deliveries  of  machinery  and   equipment,
     installation of equipment purchased through auction  earlier in  the
     year, and other  capital improvements  to the  2450 E.  Lunt  Avenue
     property.   The Company  intends to  initially  dedicate  production
     within  this  facility  to  automotive  related  customers  and  has
     received purchase  orders from  United Technologies  Automotive  for
     certain production within  this facility.   The Company  intends  to
     finance such capital expenditures through collateralized  borrowings
     and  existing  cash  flow.    The  amount  of  anticipated   capital
     expenditures will  frequently  change based  on  future  changes  in
     business plans.

     The  Company's  backlog  at  January  31,   1999  is   approximately
     $15,127,000, which  included approximately  $5,654,000 for  CST  and
     $450,000 for  SVPC, compared  to $18,135,000  at January  31,  1998,
     which included  approximately  $5,670,000  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
     January 31,  1999  backlog,  excluding  SVPC,  is  scheduled  to  be
     shipped within approximately 4 months.  SVPC's backlog is  generally
     scheduled to be  shipped within  three weeks.   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.
<PAGE>

     YEAR 2000 COMPLIANCE

     During the first nine months of  fiscal 1999, the Company  continued
     its Year  2000 compliance  project as  previously discussed  in  its
     1998 Form 10-K.  In addition, the Company has formed a committee  of
     officers and others to review Year 2000 compliance issues and  their
     resolution.  An independent consulting firm was hired to review  the
     computer design,  embedded systems  and business  systems.   In  all
     three areas, based on current design  and proposed new hardware  and
     software,  the   firm  believed   that  the  Company  would  not  be  
     materially impacted by the Year 2000 issues.

     The  Company  continues  its   internal  assessment  of  operations,
     equipment, etc.  on a plant by plant  basis.  The  Company  believes
     that its internal assessment of all  facilities will be completed by
     April 1999.   The majority of  the  Company's facilities are  in the
     process of  implementing a new Enterprise Resource  Planning ("ERP")
     II  system which  will  provide shop  floor  inventory tracking  and
     integrated  accounting  modules.    The  implementation  process  is
     approximately  40-50% complete and  is expected  to be completed  by
     June  1999.  The  Company believes that  this software is  Year 2000
     compliant.

     As  a  part  of  the  Company's   plan,  the  Company  surveyed  its
     supplier's Year  2000 compliance status.   To date, the  Company has
     received  responses  from  its  key suppliers.    The  Company  will
     continue  to update these  responses and will  follow up with  those
     suppliers  who  indicated  they  were  not  Year   2000   compliant.  
     However,  if certain  critical  suppliers, such  as those  supplying
     electricity, water, transportation or  critical materials experience
     a disruption  of service or delivery  of supplies to the  Company, a
     shutdown of  the Company's operation could  occur.  The  Company has
     not  yet developed a  contingency plan  to handle  such events,  but
     intends to  develop such a plan by  September 1999.  In  addition, a
     Year 2000 compliance failure with respect  to a major customer could
     materially impact  the Company's ability to process  customer orders
     on or after January 1, 2000.

     The Company  currently estimates that it has  expended approximately
     $175,000  in external  costs associated  with consultants,  hardware
     and software  in addressing the Year  2000 issue and  anticipates it
     will  spend  an additional  $125,000  for hardware,  consulting  and
     training.   These  estimates  are subject  to  change as  additional
     information  is  obtained.   The  Company  may also  retain  outside
     consultants  to assist in  certain areas,  which would increase  the
     expenses for the Year 2000 issue.
<PAGE>

     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  adverse  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)


     March 15, 1999