FORM 10-QSB
                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended: June 30, 1999
                                -------------

Commission File Number: 0-17264
                        -------



                             ALFA International Corp.
               (Exact name of registrant as specified in its charter)


         New Jersey                                            22-2216835
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                         Identification Number)



                  107 Industrial Drive, Jersey City, New Jersey 07305
                       (Address of principal executive offices)

                                   (201) 332-2200
                  (Registrant's telephone number, including area code)



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.   [x] Yes   [ ] No

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.  [x] Yes   [ ] No

As of  November 19, 1999 the registrant had outstanding 7,641,398 shares of
Common Stock, par value $.01 per share.







<PAGE>



                              ALFA INTERNATIONAL CORP.
                                      INDEX

                           PART I - FINANCIAL INFORMATION

ITEM 1:               FINANCIAL STATEMENTS

            BALANCE SHEETS
            DECEMBER 31, 1998
            JUNE 30, 1999

           STATEMENTS OF OPERATIONS
           THREE MONTHS ENDED JUNE 30, 1998
           THREE MONTHS ENDED JUNE 30, 1999

           SIX MONTHS ENDED JUNE 30, 1998
           SIX MONTHS ENDED JUNE 30, 1999

           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
           SIX MONTHS ENDED JUNE 30,1999

           STATEMENTS OF CASH FLOWS
           SIX MONTHS ENDED JUNE 30, 1998
           SIX MONTHS ENDED JUNE 30, 1999


           NOTES TO FINANCIAL STATEMENTS


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



                          PART II  -  OTHER INFORMATION

ITEM 6:          EXHIBITS AND REPORTS ON FORM 8-K














<PAGE>

<TABLE>
                               ALFA INTERNATIONAL CORP. AND SUBSIDIARY
                                     CONSOLIDATED BALANCE SHEETS
<CAPTION>

ASSETS                                                   June  30,                      December 31,
                                                           1999                              1998
                                                        -----------                     -----------
                                                        (Unaudited)                        Note 1
                                                        -----------                     -----------

<S>                                                     <C>                            <C>
CURRENT ASSETS:
Cash and equivalents                                     $    4,801                     $    9,897
Accounts receivable                                             805                          7,173
Inventory                                                    72,230                         59,664
Prepaid expenses and other
   current assets                                            19,243                         19,073
                                                         ----------                     ----------
        Total Current Assets                                 97,079                         95,807
                                                         ----------                     ----------

PROPERTY AND EQUIPMENT:

Office & Computer Equipment                                  36,903                         35,872
Furniture & Fixtures                                         27,605                         33,528
                                                         ----------                     ----------
                                                             64,508                         69,400
Less:  Accumulated depreciation                             (42,251)                       (42,879)
                                                         ----------                     -----------
                                                             22,257                         26,521

Other Assets                                                  1,320                          4,747
                                                         ----------                     ----------
Total Assets                                             $  120,656                     $  127,075
                                                         ----------                     ----------




LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                         $  107,414                     $  105,519
Loan From Officer                                            18,000                            -
Customer Deposits                                            34,550                            -
Accrued expenses and other current
    liabilities                                               4,675                          4,675
                                                         ----------                     ----------
        Total Current Liabilities                           164,639                        110,194
                                                         ----------                     ----------

STOCKHOLDERS EQUITY:
Common Stock - $ .01 par value
   Authorized - 15,000,000 shares
   Issued -  6,441,398 shares at 6/30/99
      and at 12/31/98                                        64,414                         64,414
Capital in excess of par value                            4,668,703                      4,168,703
Retained earnings (deficit)                              (4,777,100)                    (4,216,236)
                                                         ----------                     ----------

Total Stockholders' Equity                                  (43,983)                        16,881
                                                         ----------                     ----------
  Total Liabilities & Equity                             $  120,656                     $  127,075
                                                         ---------                      ----------


</TABLE>















<PAGE>


                                ALFA INTERNATIONAL CORP. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                ---------------------------------------
                                             (UNAUDITED)
<TABLE>

<CAPTION>

                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                             June 30                         June 30
                                        1999           1998            1999             1998
<S>                                 <C>            <C>              <C>            <C>

REVENUES:
Net sales                            $    5,504     $   20,044       $   20,275     $   42,057
Interest Income                              67             87               91            785
Other income                              6,281          2,851            9,090         20,959
                                     ----------     ----------       ----------     ----------
                                         11,852         22,982           29,456         63,801

COST AND EXPENSES:
Cost of sales                             4,264          7,240            8,640         17,126
Selling, general and administrative      40,493         82,440          581,680        183,829
Interest expense                              0              0                0              0
                                     ----------     ----------       ----------     ----------
                                         44,757         89,680          590,320        200,955

NET LOSS                             $  (32,905)    $  (66,698)      $ (560,864)    $ (137,154)


WEIGHTED AVG. NUMBER
OF SHARES OUTSTANDING                 6,441,398      6,268,018        6,441,398      6,278,018

NET LOSS PER SHARE                     $ (.01)        $ (.01 )         $ (.09)        $ (.02 )


</TABLE>

<PAGE>


                       ALFA INTERNATIONAL CORP. AND SUBSIDIARY
              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>

<CAPTION>
                                 Common Stock              Capital in             Retained
                                               Par         Excess of              Earnings
                             Shares            Value       Par Value              (Deficit
                             ------            -----       ----------             --------
<S>                         <C>             <C>           <C>               <C>

Balances At
December 31,
1998                         6,441,398       $ 64,414      $ 4,168,703        $ (4,216,236)

Issuance of Stock Options
Pursuant to Consulting
Agreement   (Note 2)                                           500,000

Net (loss) for
the Six
Months ended
June 30, 1999                                                                 $ (  560,864)
                            ----------       --------      -----------        ------------


Balances At
June 30, 1999               6,441,398        $ 64,414      $ 4,668,703        $ (4,777,100)
</TABLE>
<PAGE>
                           ALFA INTERNATIONAL CORP. AND SUBSIDIARY
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                           ---------------------------------------
                                        (UNAUDITED)
<TABLE>

<CAPTION>                                                        Six  Months Ended
                                                                       June 30
                                                             -------------------------
                                                                1999            1998
                                                                ----            ----

<S>                                                        <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $ (560,864)     $ (137,154)
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
  Depreciation and amortization                                  5,000          12,768
  Issuance of Stock Options  (Note 2)                          500,000             -
  Changes in operating assets and liabilities:
   Accounts receivable                                           6,368          (1,134)
   Inventories                                                 (12,566)         (4,533)
   Other current assets                                           (170)         (5,662)
   Accounts payable                                              1,895         (16,553)
   Customer Deposits                                            34,550             -
   Other assets                                                  3,427            (300)
   Other Liabilities                                               -            (7,903)
   Accrued expenses                                                -            (1,754)
                                                            ----------        ---------
   Net cash flows from operating activities                    (22,360)       (162,225)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                          (239)         (8,190)
  Disposition of Leasehold Improvements                           (497)            -
                                                            ----------        ----------
  Net cash flows from investing activities                        (736)         (8,190)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Loan from Officer                                             18,000             -
  Issuance of Common Stock                                         -           130,000
                                                            ----------        --------
  Net cash flows from financing activities                      18,000         130,000

NET CHANGE IN CASH AND EQUIVALENTS                              (5,096)        (40,415)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                        9,897          42,088

CASH AND EQUIVALENTS, END OF PERIOD                         $    4,801      $    1,673

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                                         0               0

Interest paid                                               $        0      $        0


</TABLE>





<PAGE>

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION:

The balance sheet for Alfa International Corp. ("Alfa" or the "Company") at the
end of the preceding fiscal year has been derived from the audited balance
sheet and notes thereto contained in the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1998 and is presented herein for
comparative purposes. All other financial statements are unaudited. In the
opinion of management all adjustments which include only normal recurring
adjustments necessary to present fairly the financial position, results of
operations and changes in financial position for all periods presented have
been made. The results of operations for interim periods are not necessarily
indicative of operating results for the full year. Alfa presently has one
wholly-owned subsidiary through which it conducts all operations. All inter-
company transactions have been eliminated in its consolidation with Alfa.

Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission.  These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 1998.




NOTE 2 - STOCK BASED COMPENSATION - CONSULTING AGREEMENT:

Under a consulting agreement dated January 20, 1999, the Company granted a
total of 2,000,000 stock options ("Options"), 500,000 each at exercise prices
of $.25; $.50; $.75 and $1.00. The Options expire at the earlier of January 20,
2002 or the date of termination of the consulting agreement. Using the Black-
Scholes option valuation model to compute the fair value of the Options on the
date of grant, the Company booked a $500,000 non-cash charge to earnings in
January 1999 to reflect this stock based compensation to the consultants.
During August, September, October and November 1999, a total of 1,200,000
Options were exercised, 500,000 at $.25; 500,000 at $.50 and 200,000 at $.75.
The Company received proceeds totaling $525,000.












<PAGE>

                      ALFA INTERNATIONAL CORP. AND SUBSIDIARY

ITEM 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The balance sheet for the Company at the end of  fiscal year 1998 contained
herein has been derived from the balance sheet audited by the Company's
independent certified public accountants which is contained in the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 1998.  All
other financial statements are unaudited.

All of the Company's operations are conducted through its wholly owned
subsidiary, Ty-Breakers Corp. ("Ty-Breakers"). Ty-Breakers is engaged in the
business of manufacturing and marketing apparel, mostly jackets, made from
Tyvek and Kensel. Ty-Breakers maintains a website at  www.ty-breakers.com .
Tyvek is a registered trademark of the Du Pont Company.  Kensel is a trademark
of Ty-Breakers used to identify Ty-Breakers' patented fabric material. Ty-
Breakers began implementing its sales and marketing plan in July of 1997 but
due to financial constraints it postponed until early 2000 the planned
marketing efforts to sell its products to retail stores and catalog companies.
Ty-Breakers has concentrated its efforts during 1999 on the sale of custom
projects which, because of their terms of sale, generally require smaller cash
outlays. This concentration is reflected in the increases in customer deposits
and inventory work-in-process during the second quarter.

The Company and two consultants ("Consultants") entered into a consulting
agreement dated January 20, 1999 under which the Consultants, among other
things, agreed to provide the Company and Ty-Breakers with management
consulting services, international marketing services and corporate finance
advice and the Company agreed to compensate the Consultants by granting them
four stock options (2 to each consultant) covering a total of  two million
shares of the Company's Common Stock. Discussions with the Consultants have,
among other things, led to initial marketing attempts by Ty-Breakers to sell
its products in overseas markets, the end of Alfa's involvement with Auto
Pilot, Inc. and the pursuit by Alfa of an investment and/or acquisition in an
internet related business. As of November 15, 1999 the Consultants have
exercised options for 1,200,000 shares of Common Stock and the Company has
received proceeds of $525,000. Based upon conversations with the Consultants,
the Company expects them to exercise the remaining 800,000 Options from which
the Company would receive proceeds of $775,000 but no assurance can be given at
this time that such remaining Options will actually be exercised. During the
first quarter of 1999, the Company incurred a one-time non-cash charge of
$500,000 (with an offsetting $500,000 credit to paid in capital) to account for
the fair valuation of the Options at the time of grant.

The Company's lease on its Irvington, New York facility expired on June 30,
1999. Effective July 1, 1999 the Company moved its and Ty-Breakers operations
to their present location in Jersey City, New Jersey. During the second quarter
of 1999 Ty-Breakers wrote off the remaining negligible balance of its un-
ammortized leasehold improvements on its Irvington facility. The Company
expects that annualized savings of approximately $40,000 will be realized as a
result of the move to its new facilities. As Alfa's and Ty-Breakers' business
plans unfold, and depending upon future events, the Company may move Alfa
and/or Ty-Breakers to different locations.

<PAGE>

During 1999, Ty-Breakers continued development of  its "ExtremeTease" line of
gift items and tee shirts bearing proprietary art commissioned by Ty-Breakers.
The copyrights for all the art commissioned for the ExtremeTease line is owned
by Ty-Breakers and Ty-Breakers has filed an application to register the
trademark "ExtremeTease" with the U.S Office of Trademarks. Ty-Breakers has
also reserved the Internet address www.extremetease.com for future use in
marketing this new line. Ty-Breakers intends to recruit a nationwide
independent sales representative force to sell its ExtremeTease line and later
its Tyvek and Kensel apparel to retail stores and catalog companies. The
ExtremeTease line is scheduled for introduction at trade shows during January
2000.

Alfa intends to build its Ty-Breakers subsidiary around its core products of
Tyvek and Kensel apparel by acquiring and/or developing new lines (such as the
ExtremeTease gift line) and Alfa plans to continue the preliminary discussions
it is conducting to pursue an acquisition and/or investment in an internet
related business.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30,1999 vs.
THREE MONTHS ENDED JUNE 30,1998

The Company experienced a decrease in net revenue of $11,130 (48.4%) for the
second quarter of 1999 as compared to the same period in the previous year.
This revenue decrease resulted primarily from a decrease in Ty-Breakers' sales
of $14,540 (72.5%) attributable to the previously disclosed lack of follow-on
marketing directed at retail stores and catalog companies, net of a $3,430
(120.3%) increase in other income. Compared to December 31, 1998, the Company,
during the second quarter of 1999, experienced an increase of  $34,550 in
customer deposits (up from zero) and an increase of  $12,566 (21.1%) in
inventories; both of which increases reflect Ty-Breakers' concentration on
custom sales during the second quarter of 1999 (i.e. sales for which customers
have contracted with Ty-Breakers). The sales revenue associated with the
foregoing balance sheet increases will be reflected in a future period. The
cost of sales percentage for the second quarter of 1999 was 77.5% and the gross
profit percentage was 22.5%. Custom sales generally have a lower gross profit
margin than sales to retailers.

Selling, general and administrative expenses decreased by $41,947 (50.9%)
during the second quarter of 1999 compared to the same period in the previous
year. This decrease is attributable to the Company's cost containment measures,
including reductions in employee salaries, in the face of financial strains.
The Company's move to its new location in July 1999 will result in
approximately $40,000 in annualized expense savings.

The Company experienced a net loss of $32,905 for the second quarter of 1999 as
compared to a net loss of $66,698 during the same period in the previous fiscal
year. This decrease in the Company's loss of $33,793 (50.7%) is primarily
attributable to the decreases in selling, general and administrative expenses
mentioned above. The continued losses for the Company are attributable to Ty-
Breakers' failure to attain a sufficient level of sales as a result of its
curtailed marketing efforts as well as the lower gross profit margins
generated by custom sales (as opposed to sales to retailers). The Company has
<PAGE>

sharply reduced its operating expenses in 1999 but will need to further
increase sales of its Ty-Breakers subsidiary in order to attain profitability -
a goal which is expected to be met in fiscal year 2000, but not before.
Management believes that a profitable level of sales will be attained after Ty-
Breakers re-starts its marketing efforts directed at retail stores, recruits
its independent sales representatives and introduces its new gift line. The
proceeds which the Company has received from the exercise of Options during
1999 will assist the Company in pursuing these objectives.

No significant increases in capital expenditures occurred during the second
quarter of 1999 and the Company wrote off its negligible remaining amount of
un-ammortized leasehold improvements on its Irvington, N.Y. facility during the
period.


SIX MONTHS ENDED JUNE 30,1999 vs.
SIX MONTHS ENDED JUNE 30,1998

The Company experienced a decrease in net revenue of $34,345 (53.8%) for the
first six months of 1999 as compared to the same period in the previous year.
This revenue decrease resulted primarily from a decrease in Ty-Breakers' sales
of $21,782 (51.8%) attributable to the previously disclosed lack of follow-on
marketing directed at retail stores and catalog companies, and an $11,689
(55.8%) decrease in other income attributable to a non-recurring increase in
this category for the same period in the previous year. Compared to December
31, 1998, the Company, during the first six months of 1999, experienced an
increase of $34,550 in customer deposits (up from zero) and an increase of
$12,566 (21.1%) in inventories; both of which increases reflect Ty-Breakers'
concentration on custom sales during the second quarter of 1999 (i.e.
sales for which customers have contracted with Ty-Breakers). The sales revenue
associated with the foregoing balance sheet increases will be reflected in a
future period.  The cost of sales percentage for the first six months of 1999
was 42.6% and the gross profit percentage was 57.4%. Custom sales generally
have a lower gross profit margin than sales to retailers.

Selling, general and administrative expenses increased by $397,851 (216.4%)
during the first six months of 1999 compared to the same period in the previous
year. This increase is entirely attributable to the non-recurring $500,000 non-
cash compensation expense incurred by the Company during the first quarter of
1999 to account for the fair market value of options granted to consultants.
Excluding this non-cash charge, SG&A actually decreased by $102,149 (55.6%)
during the first six months of 1999 as compared to the same period in the
previous year. This decrease is attributable to the Company's cost containment
measures, including reductions in employee salaries, in the face of financial
strains. The Company's move to its new location in July 1999 will result in
approximately $40,000 in annualized cost savings.

The Company experienced a net loss of $560,864 for the first six months of 1999
as compared to a net loss of $137,154 during the same period in the previous
fiscal year. This increase of $423,710 (308.9%) is entirely attributable to the
non-recurring $500,000 non-cash compensation expense referred to above.
Excluding this non-cash charge, the Company's loss for the first six months of
1999 actually decreased by $76,290 (55.6%) as compared to the same period in
the previous year.  The continued losses for the Company are attributable to
Ty-Breakers' failure to attain a sufficient level of sales as a result of its
<PAGE>

curtailed marketing efforts. The Company has sharply reduced its operating
expenses in 1999 but will need to further increase sales of its Ty-Breakers
subsidiary in order to attain profitability - a goal which is expected to be
met in fiscal year 2000, but not before. Management believes that a profitable
level of sales will be attained after Ty-Breakers re-starts its marketing
efforts directed at retail stores, recruits its independent sales
representatives and introduces its new gift line. The proceeds which the
Company has received from the exercise of Options during 1999 will assist the
Company in pursuing these objectives.

No significant increases in capital expenditures occurred during the first six
months of 1999 and the Company wrote off its negligible remaining amount of un-
ammortized leasehold improvements on its Irvington, N.Y. facility during the
period..

LIQUIDITY AND CAPITAL RESOURCES:

The Company has experienced negative cash flows from operations during the
first six months of 1999 primarily due to operating losses and increases in
inventories resulting from Ty-Breakers' concentration on custom sales. The
Company's operating loss during this period however includes non-cash charges
totaling $505,000 which, although material, do not negatively impact cash flow.

At June 30, 1999 the Company had negative working capital of $(67,560) as
compared to negative working capital of $(14,387) at December 31, 1998.  Fully
70% of the Company's negative working capital at June 30, 1999 is directly
attributable to the $34,550 increase in customer deposits and the $12,566
increase in inventory - both of which are related to custom orders received by
Ty-Breakers.

Because they are accounted for as a current liability on the balance sheet,
customer deposits decrease Ty-Breakers' working capital calculation although
they provide the financing mechanism for custom orders which become sales in
future periods. Such deposits (normally 50% of an order) are not returned to
the customer, are used to finance the raw material and work-in-process
associated with the particular custom order, and the balance sheet liability
they represent is eliminated when the order is shipped and the sale is
recorded. Moreover, because of their unique nature, the terms of sale for
custom orders generally require payment in full before shipment by Ty-Breakers.
Custom sales, therefore, are essentially self-financing. Ty-Breakers believes
that the market for custom sales is neither as large nor as profitable as the
market for sales to retailers. Sales to retailers typically carry a 45% to 60%
gross profit margin. While Ty-Breakers intends to maintain and expand its
custom business, it's business plan calls for an expansion of sales to
retailers. Expenses (some of which have already been incurred) for print &
internet advertising, marketing, trade shows, brochures, R&D, product
development, sales personnel and inventory will be required in order for
Ty-Breakers to dramatically increase such sales to retailers. Ty-Breakers
intends to incur these expenses as funding permits.

The Company's President extended short term loans of $10,000 and $8,000 to the
Company during the first and second quarters respectively of 1999.
Approximately 74% of current assets are invested in inventory, 5% is held in
cash and the balance invested in accounts receivable (1.0%) and pre-paid
expenses (20%).

<PAGE>
Receipt by the Company of $525,000 in proceeds from the exercise of Options
during August-November 1999 has positively affected the Company's working
capital position as of the date hereof.

Management plans to re-start and carry out the Ty-Breakers' sales and marketing
plan directed at retailers in order to increase Ty-Breakers' level of sales as
well as its gross profit margin.  The Company's cost containment moves,
increased activity in custom Tyvek sales (i.e. contracted sales to other than
retailers) and exercise of stock options in late 1999 by consultants to the
Company will converge in early 2000 with new product line introductions and
sales representatives to position Ty-Breakers to begin aggressively marketing
its products. While no assurances can be given at this time, management
believes that such marketing efforts will successfully increase Ty-Breakers'
sales and will turn Ty-Breakers profitable in fiscal year 2000. Projected
revenue for fiscal 1999 is expected to exceed revenue in fiscal 1998 but still
remain insufficient to attain profitability in 1999. Exclusive of one-time non-
cash charges in fiscal 1998 and 1999, projected expenses are expected to be
significantly lower in fiscal 1999 than in fiscal 1998. Revenues  (and
associated sales expenses) are projected to increase significantly in fiscal
2000. It is necessary for the Company  to increase its levels of sales in order
to allow continued operations.


Forward Looking Statements
--------------------------

Certain statements made in this report on Form 10-QSB are "forward looking"
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements
of the Company to be materially different from any future results implied by
such forward looking statements. Although the Company believes that the
expectations reflected in such forward looking statements are based upon
reasonable assumptions, the Company's actual results could differ materially
from those set forth in the forward looking statements. Certain factors that
might cause such a difference might include: the acceptance in the marketplace
of  Ty-Breakers's planned ExtremeTease product line, the growth of the market
for the Ty-Breakers's products, the ability of  Ty-Breakers to continue to
secure custom orders, the renewal by Congress of China's most-favored-nation
trade status, the ultimate decision by Alfa whether or not to invest in an
internet related business or the success of Ty-Breakers's various domestic and
international marketing initiatives.


Year 2000 Compliance
--------------------

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer program
that has date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or mis-
calculations causing disruptions of operations, including, among other things,
a temporary inability to process transactions, send invoices or engage in
similar normal business activities.

<PAGE>

Based on assessments made in fiscal years 1997 and 1998, the Company has
updated all versions of operating and financial & accounting software to be
Year 2000 compliant so that all of its systems recognize and utilize dates
beyond December 31, 1999 properly. The Company believes that the modifications
and conversions it has completed will allow it to mitigate any problems
associated with the Year 2000 issue.

The Company has also received formal communications from its bank, transfer
agent, and major suppliers that their systems are also Year 2000 compliant.
Based on the foregoing and the Company's own research, the Company does not
believe that it is vulnerable to any third parties' failure to remediate their
own Year 2000 issues. The financial impact on the Company of bringing its
equipment and systems into Year 2000 compliance is not anticipated to be
material to the Company's financial position or results of operations.





<PAGE>



                               PART II   -   OTHER INFORMATION

ITEM 6.      Exhibits and Reports on Form 8-K

 (a)        Exhibits numbered in accordance with Item 601(a) of Regulation S-B.

Exhibit                                                             Page
Numbers               Description                                   Number
-------               -----------                                   ------


3.1                Articles of Incorporation, as amended              *

3.2                By-laws                                            *

27                Financial Data Schedule                             E-01

_________________
*          Previously filed as exhibits to the Company's Registration Statement
           on Form S-1 (File No. 33-18591) filed with the Securities and
           Exchange Commission and incorporated herein by reference thereto.


 (b)       Reports on Form 8-K

           None








<PAGE>


                                   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.


DATED:  November 22, 1999                     ALFA INTERNATIONAL CORP.
                                              (Registrant)



                                              By:   /s/  Frank J. Drohan
                                                  ----------------------
                                                   Frank J. Drohan
                                                   Chief Executive Officer
                                                   and Chief Financial Officer