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                  
                                --------------

                                       OR

___       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 000-17259
                                               ---------

                             GC INTERNATIONAL , INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       CALIFORNIA                                                94-2278595   
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              Identification no.)

156 BURNS AVENUE, ATHERTON CALIFORNIA                                 94027
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)


Registrant's Telephone Number, including Area Code (650) 322-8449       
                                                   --------------

                                       N/A
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


     Indicate by check mark  whether the  registrant  (1) has filled 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 ___ No _X_


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


     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  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 5,496,782.

<PAGE>
                             GC INTERNATIONAL, INC.
                                      INDEX

PART I.   FINANCIAL INFORMATION:

   Item 1.  Financial Statements

            Unaudited Condensed Balance Sheets
                March 31, 1999 and June 30, 1998............................1


            Unaudited  Condensed  Statements of Operations Three months
            and nine months ended March 31, 1999
                and March 31, 1998..........................................2

                  Unaudited Statements of Cash Flows for the nine months
                    Ended March 31, 1999 and March 31, 1998.................3

                  Notes to Unaudited Condensed Financial Statements.........4


   Item 2.   Management's Discussion and Analysis of
             Financial Condition & Results of Operation.....................5



PART II.   OTHER INFORMATION:

   Item 1.   Legal Proceedings..............................................7


   Item 2.   Changes in Securities..........................................7

   Item 3.   Defaults Upon Senior Securities................................7


   Item 4.   Submission of Matters to a Vote
              of Security Holders...........................................7

   Item 5.   Other Information..............................................7


   Item 6.   Exhibits & Reports on Form 8-K.................................7


             Signatures ................................................... 7
<PAGE>
                             GC INTERNATIONAL, INC.
<TABLE>
<CAPTION>
                                 BALANCE SHEETS

                                                            March 31, 1999  June 30, 1998
                                                              Unaudited        Audited    
                                                            -----------    --------------    

<S>                                                         <C>            <C>        
ASSETS
Current Assets
  Cash ..................................................   $   321,869    $   323,920
  Accounts receivable, net of
  Allowance for doubtful accounts
  Of $6,464 at March 31 and
   $6,464 at June 30, 1999 ..............................       582,798        639,886
  Inventories ...........................................       509,312        479,773
  Prepaid expenses ......................................        18,656          8,496
  Deferred tax benefit ..................................        26,044         26,044
                                                            -----------    -----------

    Total current assets ................................     1,458,579      1,478,119

  Property and equipment, net ...........................       595,688        545,250
  Deposits & deferred expenses ..........................        44,934         35,760
  Deferred tax benefit ..................................       281,164        281,164
                                                            -----------    -----------

    Total assets ........................................   $ 2,370,365    $ 2,340,293
                                                            ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
  Accounts payable ......................................   $   138,041    $   130,858
  Accrued expenses ......................................       630,120        696,904
  Income taxes payable ..................................         1,255           --
  Notes payable .........................................       261,910        266,713
                                                            -----------    -----------

    Total current liabilities ...........................     1,031,326      1,094,474

Other Liabilities:
  Notes payable, net of current portion .................       195,566        172,726
  Other long term debt ..................................       320,000        320,000
                                                            -----------    -----------
    Total other liabilities .............................       515,566        492,726
                                                            -----------    -----------

    Total liabilities ...................................     1,546,893      1,587,200
                                                            -----------    -----------

Stockholders' equity:
  Common stock, without par value .......................     1,781,782      1,791,590
  Accumulated deficit ...................................      (958,310)    (1,038,497)
                                                            -----------    -----------

    Net stockholders' equity ............................       823,473        753,093

    Total Liabilities and
      Stock Holders Equity ..............................   $ 2,370,365    $ 2,340,293
                                                            ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                        1
<PAGE>
                             GC INTERNATIONAL, INC.
<TABLE>
<CAPTION>
                            STATEMENTS OF OPERATIONS

                                             3 Months Ended               9 Months Ended    
                                     ---------------------------    -------------------------    
                                         3/31/99        3/31/98        3/31/99        3/31/98
                                             (Unaudited)                  (Unaudited)      
                                     ---------------------------    --------------------------      

<S>                                   <C>            <C>            <C>            <C>        
Net sales .........................   $ 1,228,737    $ 1,368,511    $ 4,025,333    $ 4,178,560

Cost of sales .....................       826,596        904,105      2,639,486      2,723,893
                                      -----------    -----------    -----------    -----------

Gross profit ......................       402,142        464,406      1,385,847      1,454,667

Operating expenses:
  Selling .........................        61,472         59,998        203,997        166,130
  Administrative ..................       325,743        309,707        996,064       _858,087
                                      -----------    -----------    -----------    -----------

    Operating Profit ..............        14,926         94,701        186,786        430,450

Other income (expense) ............       (23,837)        (6,097)       (86,839)       (65,897)
Interest Expense net of ...........        (2,118)        (1,782)        (6,742)        (5,738)
                                      -----------    -----------    -----------    -----------
   interest income

Income (loss) before income taxes .       (11,029)        86,822         92,204        358,816
  Extraordinary event, and
  discontinued operations

Income tax benefit (expense) ......         6,203        (74,850)       (12,017)      (195,388)

Income (loss) extraordinary item ..          --           89,286           --          106,633
                                      -----------    -----------    -----------    -----------


Net income (loss) .................   $    (4,826)   $   101,238    $    80,187    $   270,061
                                      ===========    ===========    ===========    ===========


Earnings per common share
 Primary ..........................   $      (.00)   $      0.02    $      0.01    $      0.05
 Fully diluted ....................   $      (.00)   $      0.02    $      0.01    $      0.05


Weighted average shares outstanding
  Primary .........................     6,856,782      5,798,721      6,856,782      5,798,721

  Fully diluted ...................     6,856,782      5,798,721      6,856,782      5,798,721

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        2
<PAGE>


                             GC INTERNATIONAL, INC.
<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS


                                                             9 Months Ended 
                                                      ----------------------------
                                                      March 31, 1999 March 31,1998
                                                        (Unaudited)   (Unaudited) 
                                                        -----------   ----------- 
<S>                                                     <C>           <C>      
Cash flows from operating activities:
Net income .........................................    $  80,187     $ 270,061
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization ..................       93,279        26,751
    Gain on sale of property, plant & equipment ....       (1,850)         --
    Purchase of GCI Stock ..........................       (9,808)         --

Adjustments to cash from operations:
    Accounts Receivables ..........(incr)decr              57,088        31,743
    Inventory .....................(incr)decr             (29,540)       (1,526)
    Accrued payable ............... incr(decr)              7,184        (4,323)
    Accrued liabilities ........... incr(decr)            (66,784)     (101,534)
    Income tax accruables ......... incr(decr)              1,255          --
    Deferred tax ..................(incr)decr-               --            --
    Prepaid expenses ..............(incr)decr             (10,060)      (71,267)
    Other assets & deposits .......(incr)decr              (9,174)      151,680
                                                        ---------     ---------

Net cash provided by operating activities ..........      119,788       301,585


Cash flows from investing activities:
      Purchase of property, plant & equipment ......     (133,717)     (194,930)
      Proceeds from sale of property, plant ........        1,850        25,875
                                                        ---------     ---------
        & equipment

      Net cash provided (used) by ..................     (131,867)     (169,055)
      investing activities

Cash flows from financing activities:
      Payments on short term borrowings ............       (4,802)     (161,268)
      Net cash used by financing activities ........      (34,526)      (73,234)
      New long term borrowings .....................       57,367       111,204
                                                        ---------     ---------
      Net cash provided (used) by
        financing activities .......................       18,039      (123,298)

Increase (decrease) in cash & cash equivalents .....       (2,051)        9,232
Cash at beginning of period ........................      323,920       278,791
Cash at end of period ..............................    $ 321,869     $ 288,023
                                                        =========     =========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
                             GC INTERNATIONAL, INC.
                     Notes to Condensed Financial Statements


Note 1
------

The financial statements included herein have been prepared by GC International,
Inc.,  ("GCI")  without  audit,  and include all  adjustments  which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  Company's
financial  position as of March 31, 1999,  and June 30, 1998, and the results of
it's  operation  for the three and nine  months  ended  March 31, 1999 and 1998.
Certain  information  and  note  disclosures   normally  included  in  financial
statements have been condensed or omitted pursuant to such rules and regulations
of the Securities and Exchange  commission,  although the Company  believes that
it's disclosure in such financial statements is adequate to make the information
presented not misleading.

These  financial  statements  should be read in  conjunction  with the Company's
financial  statements  and notes  thereto  included in the  Company's  Form 10-K
Annual Report filed with the Securities and Exchange Commission.  The results of
operations  for  the  three  and  nine  months  ended  March  31,  1999  are not
necessarily indicative of the results of the full year.

Note 2
------

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market and consist of the following:

                                                 March 31          March 31
                                                   1999              1998 
                                               ---------          ----------

               Raw materials .......            $ 63,862            $ 68,282
               Work in process .....             443,450             413,117
                                                --------            --------

                      Total ........            $509,312            $481,399

Inventories increased at the end of March 1999 due to work in process that could
not be  shipped  or was  not  scheduled  to be  shipped  at  the  end of  March.
Inventories are expected to remain at the current level during the next quarter.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Liquidity and Capital Resources
-------------------------------

As of March 31,  1999,  the  Company's  cash  position  was $321,869 and working
capital  was  $427,253,  compared to cash of  $323,920  and  working  capital of
$383,645 in the prior period. The cash position decreased during the period as a
result of the purchase of new plant and  equipment  and an increase in inventory
of the  Company  and a  slowdown  in orders  during  the last nine  months  thus
reducing  profits.  Management  believes  that  these  funds  and cash flow from
operations  are  adequate  to fund  ongoing  operations.  However,  there  is no
assurance  that  these  funds will prove  adequate  if the  Company is unable to
maintain positive cash flow operations in the future.


                                        4
<PAGE>
Capital Equipment Requirements and Equipment Leases
---------------------------------------------------

The Company,  from time to time, has satisfied  certain of its capital equipment
requirements  by entering into  equipment  leases with third parties or purchase
arrangements with the equipment manufacturers. During 1999, the Company has been
able to arrange  satisfactory  equipment and automobile purchase contracts.  The
Company  anticipates that additional  capital equipment will be required for the
Company's operating divisions during 1999. The Company will use its best efforts
to satisfy its capital  needs by using  internally  generated  cash in excess of
debt repayments and by entering into other arrangements as available.  There can
be no assurances that cash resources will be adequate.

Factors Affecting Future Results
--------------------------------

The Company  must make  payments to certain  creditors  in  accordance  with the
Company's 1991 Plan of  Reorganization.  The total of the  non-interest  bearing
notes, at March 31, 1999 was $181,899 compared to $195,980 at March 31, 1998.

The Company settled an interim claim with the EPA for $100,000 plus interest for
a Superfund Site cleanup in connection  with waste  generated in the 1970's by a
former  division.  The Company made the third payment of $20,000 in August 1998,
with the last payment due August 2000. Based on the settlement  reached with the
EPA in 1996 for the interim  claim,  the Company  believes  that its reserve for
future  liability  in the  amount of  $120,000  is  adequate  to cover any final
settlement.

The Company has reviewed its internal  computer systems for year 2000 compliance
and is satisfied  that all of its internal  computer  systems are either already
year-2000  compliant or can be made year-2000 compliant through simple upgrades.
The Company does not expect the costs of achieving full year-2000  compliance to
be material for the internal  systems.  However,  there can be no assurance that
coding  errors  or  other  defects  will not be  discovered  in the  future.  In
addition,  since the Company is very small in relation to many of its  customers
and suppliers,  the Company has been unable to ascertain if any of its suppliers
and  customers are year-2000  compliant.  Therefore,  there can be no assurances
that  the  Company's  cash  flow  and  materials  from  suppliers  will  not  be
interrupted   which  could  result  in  severe   disruptions  in  the  Company's
operations.

Results of Operations
---------------------

Comparison of three and nine months ended March 31, 1999, and March 31, 1998.

The  Company's  sales for the nine months  ending March 31,  1999,  decreased by
$153,227  or 3.7%  and for the  three  months  by  $139,774  or  10.2%  over the
comparable period of the prior year.

There has been a noticeable decrease in the Company's markets, the backlog which
was  approximately  $1,852,052 at June 30, 1998,  decreased at March 31, 1999 to
$1,411,444.  Significantly,  a substantial  part of the backlog is stretched out
over the next year.  Despite  continued sales and marketing efforts and expense,
tooling  sales of the ALJ Division  have  decreased.  This means that as current
production  orders are filled,  production  will decrease  causing a potentially
significant decrease in profits. The Company is increasing the marketing efforts
by increasing  direct  mailings and is changing sales  representatives  in under
performing territories. In addition, the Company is considering adding a Company
sales force, primarily in California. As a result of this slowdown, ALJ recently
has cut back the work force by approximately 10%.

                                        5
<PAGE>
The Apollo  Division  profits  exceeded  the prior year.  Apollo  shipments  are
expected to  increase  slightly  during the next nine  months and are  therefore
expected to provide increasing profits and cash flow. However,  Apollo increases
are not expected to offset ALJ  decreases.  Therefore,  it is probable  that the
company's  profits,  cash  position  and  earnings  per share will  decrease  as
compared to 1998.

The cost of sales remained constant at 66% for both periods.  Operating expenses
increased  $175,844  as  compared  to the  prior  nine  month  period  of  which
approximately  $138,000  represents  additional  selling  expenses.  The Company
expects to continue  heavy  selling  activities  during the next three months to
obtain new tooling and orders.  A recent  mailing to  prospective  customers has
provided  good  results.  Administrative  expense  increased  due to increase in
overhead and expenses associated with marketing,  web site development and other
expenses.  As a result,  the  Company had a net loss of $4,826 in the quarter as
compared to $101,238  profit in the prior  period and for the nine month  period
the Company showed a profit of $80,187 as compared to $270,061 in 1998.

---------------
PART II

Item 1   Legal Proceedings:  None

Item 2   Changes in Securities:  Not Applicable

Item 3   Defaults upon Senior Securities:  Not Applicable

Item 4   Submission of Matters to a Vote of Securities Holders:  Not Applicable.

Item 5   Other Information:  None

Item 6   Exhibits and Reports on Form 8K:  None

------------------------

                             GC INTERNATIONAL, INC.
                                   Signatures
                                   ----------


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


                             GC International, Inc.
                                  (Registrant)


  May 11, 1999                       /s/ F. Willard Griffith II   
  ------------                       -------------------------------------
     Date                            F. Willard Griffith II
                                     Chairman, Chief Executive Officer and
                                     Chief Financial Officer


                                        6