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 quarterly period ended March 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: 001-10382


                    VALLEY FORGE SCIENTIFIC CORP.
        (Exact name of registrant as specified in its charter)

        PENNSYLVANIA                                     23-2131580
(State or other jurisdiction of                       (I.R.S. employer
 incorporation or organization)                        identification no.)

            136 GREEN TREE ROAD, OAKS, PENNSYLVANIA 19456

        (Address of principal executive offices and zip code)
                      Telephone: (610) 666-7500  

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 _____

At May 10, 1999 there were 8,234,509 shares outstanding of the
Registrant's no par value Common Stock.









        
                    VALLEY FORGE SCIENTIFIC CORP.

                          INDEX TO FORM 10-Q

                            March 31, 1999



                                                                  Page
                                                                 Number

PART I - FINANCIAL INFORMATION

       ITEM 1.  FINANCIAL STATEMENTS:                       
       
       Balance Sheets - March 31, 1999 and September 30, 1998.     1       

       Statements of Operations for the three and six months
        ended March 31, 1999 and March 31, 1998.                   2


       Statements of Cash Flows for the six months
        ended March 31, 1999 and March 31, 1998.                   3


       Notes to Financial Statements.                              4


       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS.               5


PART II - OTHER INFORMATION                                        8   
                                                                           
                                                                           
                                                                           
                                                                            
                                                                           








                                 (i)
<PAGE 1>
<TABLE>



                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
                 
                              BALANCE SHEETS

<S>                                                    <C>               <C>
                                                     MARCH 31,        SEPTEMBER 30,
                                                       1999               1998      
                                                    (UNAUDITED)        (AUDITED)  
ASSETS
Current Assets:
    Cash and cash equivalents                      $   433,766        $   873,757
    Accounts receivable - trade (net)                1,317,938            911,158
    Inventory                                        1,315,887          1,204,980
    Prepaid items and other current assets             129,973             68,996
    Recoverable income taxes                              -                 4,636
    Current portion of deferred income tax benefit     169,380            152,983
                                                     ---------          ---------
           Total Current Assets                      3,366,944          3,216,510
 
Property, Plant and Equipment, net of
   Accumulated Depreciation                            222,697            229,687
Intangible Assets, net of Accumulated Amortization     707,700            753,542
Other Assets                                             4,472              4,472
                                                     ---------          ---------
       Total Assets                                 $4,301,813         $4,204,211
                                                     =========          =========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses           $  274,103         $  160,607
    Income taxes payable                                 4,775                513
                                                     ---------          ---------
       Total Current Liabilities                       278,878            161,120
 
 Deferred Income Taxes Payable                          19,370             18,445
                                                     ---------          ---------
       Total Liabilities                               298,248            179,565
 
 Commitments and Contingencies
 
 Stockholders' Equity:
    Preferred stock                                       -                  -   
    Common stock (no par, 10,000,000 shares
     authorized, 8,234,509 and 8,229,384 shares
     issued and outstanding at March 31, 1999 and
     September 30, 1998, respectively)               4,067,530          4,055,558
    Retained earnings (deficit)                        (63,995)           (30,912)
                                                     ---------          ---------
       Total Stockholders' Equity                    4,003,565          4,024,646
                                                     ---------          ---------
       Total Liabilities and Stockholders' Equity   $4,301,813         $4,204,211
                                                     =========          =========

                                       -1-
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<PAGE 2>
<TABLE>

              VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
 
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)

<S>                                          <C>                     <C>
                                       THREE MONTHS ENDED     SIX MONTHS ENDED     
                                           MARCH 31,              MARCH 31,            
                                       1999        1998       1999        1998   
 
 Net Sales                         $  893,083  $  848,083  $1,845,621  $1,684,530
 Cost of Sales                        492,171     449,113     990,057     893,746
                                    ---------   ---------   ---------   ---------
 Gross Profit                         400,998     398,970     855,564     790,784
 
 Other Costs:
   Selling, general and
     administrative                   342,348     359,622     712,102     741,820
   Research and development            76,306      69,893     154,637     156,833
   Amortization                        22,920      22,556      45,840      45,111
                                    ---------   ---------   ---------   ---------
       Total Other Costs              441,680     452,071     912,579     943,564
                                    ---------   ---------   ---------   ---------
 Income (Loss) from Operations        (40,682)    (53,101)    (57,015)   (152,780)
 
 Other Income:
   Interest income                      7,694       6,081      17,388      13,483
                                    ---------   ---------   ---------   ---------
 Income (Loss) before Income Taxes    (32,988)    (47,020)    (39,627)   (139,297)
 
 Provision for(Benefit of)
   Income Taxes                        (6,345)    (13,091)     (6,574)    (44,397)
                                    ---------   ---------   ---------   ---------
 Net Income (Loss)                 $  (26,643) $  (33,929) $  (33,053) $  (94,900)
                                    =========   =========   =========   =========
 
 Earnings (Loss) Per Share:
  Basic earnings (loss) per
     common share                  $     (.00) $     (.00) $     (.00) $     (.01)
                                    =========   =========   =========   =========
  Diluted earnings (loss) per
     common share                  $     (.00) $     (.00) $     (.00) $      (.01)
                                    =========   =========   =========   =========
  Basic common shares outstanding   8,234,509   8,229,384   8,234,509   8,229,384
 
  Diluted common shares outstanding 8,234,509   8,229,384   8,234,509   8,229,384

                                      -2-
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<PAGE 3>
<TABLE>

              VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
 
                         STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED MARCH 31,
 
<S>                                                    <C>                <C>
                                                       1999               1998
 
 Cash Flows from Operating Activities:
   Net loss                                         $  (33,053)        $  (94,900)
   Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                      68,167             68,506
 
     Changes in assets and liabilities, net of
      effect from:
       Decrease (increase) in accounts receivable     (406,780)            12,837
       Decrease (increase) in inventory               (110,907)            31,137
       Decrease (increase) in recoverable income
         taxes                                           4,636            (22,941)
       Increase in deferred income tax benefit         (16,397)           (15,907)
       Increase in prepaid items and other
         current assets                                (60,977)            (7,848)
       Increase in accounts payable and accrued
         expenses                                      113,496             90,996
       Increase in income taxes payable                  4,262               -     
       Increase (decrease) in deferred income 
         taxes payable                                     925             (5,547)
                                                     ---------          ---------
         Net cash provided by (used in) operating 
          activities                                  (436,628)            56,333
                                                     ---------          ---------
 Cash Flows from Investing Activities:
   Purchase of property, plant and equipment           (15,335)            (5,853)
                                                     ---------          ---------
         Net cash used in investing activities         (15,335)            (5,853)
                                                     ---------          ---------
 Cash Flows from Financing Activities:
   Proceeds from exercise of stock options              11,972               - 
                                                     ---------          ---------
         Net cash provided by financing activities      11,972               -     
                                                     ---------          ---------
 Net Increase(Decrease)in Cash and Cash Equivalents   (439,991)            50,480
 
 Cash and Cash Equivalents, beginning of period        873,757            632,904
                                                     ---------          ---------
 Cash and Cash Equivalents, end of period           $  433,766         $  683,384
                                                     =========          =========
 Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
   Income taxes                                     $     -            $     -     
                                                     =========          =========
   Interest                                         $     -            $     -     
                                                     =========          =========

                                      -3-
</TABLE>

<PAGE 4>

              VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
 
                       NOTES TO FINANCIAL STATEMENTS
                          MARCH 31, 1999 AND 1998
 
 
 
1.   Valley Forge Scientific Corp. ("VFSC") is engaged in the business of
     developing, manufacturing and selling medical devices and products.  The
     accompanying financial statements consolidate the accounts of the parent
     company and its wholly-owned subsidiaries, Diversified Electronics Co.,
     Inc. and Valley Consumer Products, Inc.  All significant intercompany
     accounts and transactions have been eliminated in consolidation.
 
2.   The September 30, 1998 balance sheet data was derived from audited
     financial statements but does not include all disclosures required by
     generally accepted accounting principles.  In the opinion of management,
     the accompanying unaudited financial statements contain all adjustments
     necessary to present fairly the financial position as of March 31, 1999
     and the statements of operations for the three and six months ended
     March 31, 1999 and 1998 and the statements of cash flows for the six months
     ended March 31, 1999 and 1998.
 
     The statements of operations for the three and six months ended March 31,
     1999 and 1998 are not necessarily indicative of results for the full year.
 
     While the Company believes that the disclosures presented are adequate to
     make the information not misleading, these financial statements should be
     read in conjunction with the financial statements and accompanying notes
     included in the Company's Annual Report on Form 10-K for the fiscal year
     ended September 30, 1998.
 
3.   Earnings per share are based on the weighted average number of common
     shares outstanding including common stock equivalents.

                                      -4-
<PAGE 5>

                    VALLEY FORGE SCIENTIFIC CORP.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
       
        Results of Operations for the Three and Six Months Ended
March 31, 1999 Compared to the Three and Six  Months Ended March 31, 
1998.
 
        Sales of $893,083 for the three months ended March 31, 1999
were 5% greater than sales of $848,083 for the three months ended
March 31, 1998 and sales of $1,845,621 for the six months ended
March 31, 1999 were 10% greater than sales of $1,684,530 for the six
months ended March 31, 1998. Johnson & Johnson Professional, Inc.
("J&J"), our  principal customer, accounted for 97% of sales for the
three months, and 94% for the six months, ended March 31, 1999 as
compared to 94% for the three months, and 95% for the six months,
ended March 31, 1998.

        Bipolar electrosurgical systems and irrigation systems
accounted for 42% of our sales for the three months, and 52% of our
sales for the six months, ended March 31, 1999.  Disposable C/T Sets
and bipolar cords accounted for 54% of our sales for the three
months, and 45% of our sales for the six months, ended March 31,
1999. Disposable instrumentation sales, which  principally reflected
sales in the field of gynecology, accounted for 4% of our sales for
the three and six months ended March 31, 1999.

        Bipolar electrosurgical systems and irrigation systems
accounted for 60% of our sales for the three months, and 64% of
sales for the six months, ended March 31, 1998.  Disposable C/T Sets
and bipolar cords accounted for 40% of our sales for the three
months, and 36% or our sales for the six months, ended March 31,
1998. 

        Gross profit was $400,998, or 45% of sales, for the three
months ended March 31, 1999 and $855,564, or 46% of sales, for the
six months ended March 31, 1999, as compared to gross profit of
$398,970, or 47%  of sales, for the three months ended March 31,
1998 and $790,784, or  47% of sales, for the six months ended March
31, 1998. The change in the gross profit margin was primarily due to
a change in the product mix.

        Selling, general and administrative expenses decreased by 5%
to $342,348 for the three months ended March 31, 1999 from $359,622
for the three months ended March 31, 1998 and decreased by 4% to
$712,102 for the six months ended March 31, 1999 from $741,820 for
the six months ended March 31, 1998. The decrease was primarily due
to a decrease in salary expense during the three and six months
ended March 31, 1999.

        We continued our commitment to research and development.
Research and development expenses were $76,306 for the three months,
and $154,637 for the six months, ended March 31, 1999 as compared to
$69,893 for the three months, and $156,833 for the six months, ended
March 31, 1998. Research and development included the continued
development of the Malis Bipolar Lesion Generator and disposable
lesion electrodes, which we are  preparing for sale to J&J. We also
completed development of our BiDent generator and the first group of
its disposable instrumentation for use in the field of dentistry
and completed and released to J&J the first five of eight
neurosurgical disposable instruments.

        Our loss  from operations decreased to $40,682 for the three
months, and decreased to $57,015 for the six months, ended March 31,
1999 as compared to a loss from operations of $47,020 for the three
months, and $152,780 for the six months, ended March 31, 1998.  Our
benefit of income taxes was $6,345 for the three months, and $6,574
for the six months, ended March 31, 1999 as compared to $13,091 for
the three months ended March 31, 1998 and $44,397 for the six months
ended March 31, 1998.

                            -5-

<PAGE 6> 

         As a result of the foregoing, our net loss decreased to
$26,653 for the three months, and decreased to $33,929 for the six
months, ended March  31, 1999, as compared to a net loss of $33,929
for the three months, and $94,900 for the six months, ended March
31, 1998. Loss per basic and diluted common share was $0.00 for the
three and six months ended March 31, 1999 as compared to a net loss
per basic and diluted share of $0.00 for the three months ended
March 31, 1998 and $0.01 for the six months ended March 31, 1998.

Liquidity and Capital Resources

        The primary measures of our  liquidity are cash balances
(including short-term investments), accounts receivable and
inventory balances, as well as our borrowing ability.  During the
six months ended March  31, 1999, our working capital increased by
$32,676 to $3,088,066.

        We used $436,628 in operating activities for the first six
months of fiscal 1999 principally from an increase of $406,780 in
accounts receivable and an increase in inventory of $110,907, offset
by an increase in accounts payable and accrued expenses of $113,496 
The increase in accounts receivable was primarily due to sales in
the later part of the quarter ended March 31, 1999.  The increase in
inventory was primarily due to anticipated production demands in
subsequent quarters.  Investing activities for the first six months
of fiscal 1999 used a total of $15,335 for the purchase of property
and equipment.  

        We received $11,972 from the exercise of employee stock
options during the three months ended March 31, 1999. Cash decreased
by $439,991 in the first six  months of fiscal 1999, resulting in a 
balance of $433,766 in our cash and cash equivalents at March 31, 1999.

        For the six months ended March 31, 1998, we provided $56,333
from operating activities and used $5,853 for the purchase of
property and equipment.

        We have  no long-term debt.  We believe that we have
available all funds needed for operations, research and development
and capital expenditures as they may arise in the future.  However,
should it be necessary, we believe we could borrow adequate funds at
competitive rates and terms.
         
FORWARD LOOKING STATEMENTS

        The information provided in this report may contain forward
looking statements or statements which arguably imply or suggest
certain things about our future. These include, but are not limited
to statements about: (1) any competitive advantage we may have as a
result of our installed base of electrosurgical generators in the
field of neurosurgery; (2) our  belief that our products exceed
industry standards or favorably compete with other companies' new
technological advancements; and (3) the anticipated success of
certain recently introduced products or products scheduled to be
released in the near future for use in neurosurgery, other surgical
disciplines, and the dental market. These statements are based on
assumptions that we believe are reasonable, but a number of factors
could cause our actual results to differ materially from those
expressed or implied by these statements. Investors are advised to
review the Additional Cautionary Statements section below for more
information about risks that could affect the financial results of
Valley Forge Scientific Corp. ("Valley Forge").

ADDITIONAL CAUTIONARY STATEMENTS

Competition and Risk of Obsolescence from Technological Advances

         The markets in which Valley Forge's products compete are
characterized by continuing technical innovation and increasing
competition.  Some surgical procedures which utilize or could
utilize our  products could potentially be replaced or reduced in
importance by alternative medical procedures or new drugs which may
adversely affect our business.

                            -6-

<PAGE 7>

Product Acceptance and New Products

         Valley Forge's growth depends in part on the acceptance of
our products in the marketplace, the market penetration achieved by
the companies which we have contracted with, and rely on, to
distribute our products, and our ability to introduce new and
innovative products that meet the needs of medical professionals. 
There can be no  assurance that we will be able to continue to
introduce new and innovative products or that the products Valley
Forge introduces, or has introduced, will be widely accepted by the
marketplace, or that companies which Valley Forge has contracted to
distribute our products will achieve market penetration in the
surgical disciplines and markets outside of neurosurgery.  Our
failure to continue to introduce new products or gain wide spread
acceptance of our products would adversely affect our operations. 

Government Regulation

         The process of obtaining and maintaining required
regulatory approvals is lengthy, expensive and uncertain.  Although
we have not experienced any substantial regulatory delays to date,
there is no assurance that delays will not occur in the future,
which could have a significant adverse effect on our ability to
introduce new products on a timely basis.  Regulatory agencies
periodically inspect Valley Forge's manufacturing facilities to
ascertain compliance with "good manufacturing practices" and can
subject approved products to additional testing and surveillance
programs.  Failure to comply with applicable  regulatory
requirements can, among other things, result in fines, suspensions
of regulatory approvals, product recalls, operating restrictions and
criminal penalties.  While we believe that we are currently in
compliance, if we fail to comply with regulatory requirements, it
could have an adverse effect on the our results of operations and
financial condition.
         
Uncertainties within the Health Care Markets

         Political, economic and regulatory influences are
subjecting the health care industry in the United States to rapid,
continuing and fundamental change.  Although Congress has not passed
comprehensive health care reform legislation to date, it is believed
that Congress, state legislatures and the private sector will
continue to review and assess alternative health care delivery and
payment systems.  Responding to increased costs and to pressure from
the government and from insurance companies to reduce patient
charges, health care providers have demanded, and in many cases
received, reduced prices on medical devices and instrumentation. 
These customers are expected to continue to demand lower prices in
the future.  Valley Forge cannot predict what impact the adoption of
any federal or state health care reform measures, private sector
reform or market forces may have on our business.  However, pricing
pressure is expected to continue to adversely affect profit margins.

Product Liability Risk

         Valley Forge's products involve a risk of product
liability.  Although we maintain product liability insurance at
coverage levels which we believe are adequate, there is no assurance
that, if we were to incur substantial liability for product
liability claims, insurance would provide adequate coverage against
such liability.

                            -7-
           
<PAGE 8>


                    VALLEY FORGE SCIENTIFIC CORP.


PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K      


       (A)  EXHIBITS

        None.
       
       (B)  REPORTS ON FORM 8-K

       The Registrant did not file any reports on Form 8-K during
the quarter ended March 31, 1999.

                            -8- 

<PAGE 9>

                    VALLEY FORGE SCIENTIFIC CORP.

                              SIGNATURES


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



               
                                     VALLEY FORGE SCIENTIFIC CORP.


Date:  May 13, 1999                   By:  /s/ Jerry L. Malis
                                           ---------------------
                                           Jerry L. Malis, President
                                          (principal financial officer) 




                            -9-