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  quarterly period ended March 31, 1998.
                                       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 000-21153.

                                ALYN CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    33-0709359
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                   16761 Hale Avenue, Irvine, California 92606
          (Address of principal executive offices, including zip code)

                                 (949) 475-1525
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  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  CORPORATE  ISSUERS:  Indicate  the  number  of  shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date.

Common Stock, $.001 par value; 10,750,000 shares as of May 11, 1998 .


<PAGE>



                                ALYN CORPORATION


                                      INDEX

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

                                                                     Page Number

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Balance Sheets -
                    March 31, 1998 (unaudited) and December 31, 1997       3

                  Condensed Statements of Operations -
                    Three months ended March 31, 1998 (unaudited) and
                    March 31, 1997 (unaudited)                             4

                  Condensed Statements of Stockholders' Equity  -
                    Three months ended March 31, 1998 (unaudited)          5

                  Condensed Statements of Cash Flows -
                     Three months ended March 31, 1998 (unaudited) and
                     March 31, 1997 (unaudited)                             6

                  Notes to Condensed Financial Statements
                     (unaudited)                                            7

         Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                  8-9

         Item 3.  Quantitative and Qualitative Disclosures About
                     Market Risk                                            9


PART II. OTHER INFORMATION                                                 10

SIGNATURES                                                                 11



<PAGE>
                                               Alyn Corporation
                                           Condensed Balance Sheet
                                                 (Unaudited)


<TABLE>
<CAPTION>

                                                                         March 31,             December 31,
                                                                           1998                    1997
                                                                     ------------------------------------------

                                                    Assets
Current assets:
<S>                                                                       <C>                      <C>

      Cash and cash equivalents                                             $8,696,000             $13,126,000
      Accounts receivable, net                                                  83,000                  94,000
      Inventories                                                              377,000                 172,000
      Other current assets                                                     136,000                 201,000
                                                                     ------------------------------------------
           Total current assets                                              9,292,000              13,593,000

      Equipment, furniture and fixtures, net                                15,536,000              13,302,000
      Other assets, net                                                      3,336,000               3,454,000
      Intangibles, net                                                         758,000                 778,000
                                                                     ------------------------------------------

                                                                           $28,922,000             $31,127,000

                                                                     ==========================================
</TABLE>


                                     Liabilities and Stockholders' Equity


<TABLE>
<CAPTION>
Current liabilities:
<S>                                                                         <C>                    <C>
      Accounts payable                                                      $1,285,000                $551,000
      Current portion of long term debt                                      1,143,000                 999,000
      Accrued and other current liabilities                                    229,000                 326,000
                                                                     ------------------------------------------
           Total current liabilities                                         2,657,000               1,876,000

Long term debt
                                                                             5,231,000               5,501,000

Stockholders' equity:

      Common stock                                                              11,000                  11,000
      Additional paid-in capital                                            33,294,000              33,294,000
      Accumulated deficit                                                 (12,271,000)             (9,555,000)
                                                                     ------------------------------------------

           Total stockholders' equity                                       21,034,000              23,750,000
                                                                     ------------------------------------------

                                                                           $28,922,000             $31,127,000
                                                                     ==========================================
</TABLE>


See Notes to Condensed Financial Statements.


<PAGE>



                                         Alyn Corporation
                                Condensed Statement of Operations
                                           (Unaudited)


<TABLE>
<CAPTION>

                                                              Three                 Three                          
                                                             Months                Months                          
                                                              Ended                 Ended                          
                                                         March 31, 1998        March 31, 1997                      
                                                       --------------------------------------------                
<S>                                                      <C>                      <C> 

Net sales                                                    $28,000                 $27,000                 
Contract revenue                                                   -                  15,000                 
                                                                   
                                                      ---------------------------------------                
      Total revenue                                           28,000                  42,000                 
                                                                                                             

Costs and expenses:
      Cost of goods sold                                     634,000                  23,000                 
                                                                                                             
      Establishment of manufacturing facilities                    -                 225,000                 
                                                                                                             
      General and administrative expenses                    544,000                 430,000                 
      Selling and marketing                                  327,000                 370,000                 
                                                                                                             
      Research and development                             1,202,000                 225,000                 
                                                                                                             
                                                                                                             
                                                      ---------------------------------------                
          Total costs and expenses                         2,707,000               1,273,000                 
                                                                                                             
                                                      ---------------------------------------                

          Operating loss                                 (2,679,000)             (1,231,000)                 

Other income/(expense)                                      (36,000)                 289,000                 
                                                      ---------------------------------------                

Loss before provision for income taxes                   (2,715,000)               (942,000)                 

Provision for income taxes                                     1,000                   1,000                 
                                                      ---------------------------------------                
                                                        ($2,716,000)              ($943,000)                 
                                                      =======================================                

Basic and diluted net loss per share                         ($0.25)                 ($0.09)                 
                                                                                                             
Common shares used in computing
      basic and diluted net loss per share                10,750,000              10,750,000  

</TABLE>


See Notes to Condensed Financial Statements.


<PAGE>


                                           Alyn Corporation
                              Condensed Statement of Stockholders' Equity
                                              (Unaudited)


<TABLE>
<CAPTION>

                                                                        Additional
                                              Common Stock               Paid-in          Accumulated
                                           Shares        Amount          Capital            Deficit
                                       ----------------------------   ---------------   -----------------
<S>                                         <C>            <C>          <C>                 <C>

Balance at December 31, 1997                10,750,000     $11,000       $33,294,000        ($9,555,000)


      Net loss                                                                               (2,716,000)
                                       ----------------------------   ---------------   -----------------

Balance at March 31, 1998                   10,750,000     $11,000       $33,294,000       ($12,271,000)
                                       ============================   ===============   =================
</TABLE>

See Notes to Condensed Financial Statements.

<PAGE>



                                       Alyn Corporation
                              Condensed Statement of Cash Flows
                                         (Unaudited)


<TABLE>
<CAPTION>

                                                               Three Months     Three Months
                                                                   Ended           Ended
                                                                 March 31,       March 31,
                                                                   1998             1997
                                                              ---------------------------------
<S>                                                              <C>             <C>  


Cash flows used in operating activities:                         ($1,577,000)     ($2,940,000)


Cash flows used in investing activities:
       Capital expenditures                                       (2,727,000)      (1,351,000)

Cash flows from financing activities:
       Payments on short term debt                                  (126,000)                -
                                                                                              
                                                              ---------------------------------

Net (decrease) increase  in cash                                  (4,430,000)      (4,291,000)

Cash and cash equivalents at beginning of period                   13,126,000       24,411,000
                                                              ---------------------------------

Cash and cash equivalents at end of period                         $8,696,000      $20,120,000
                                                              =================================
</TABLE>




See Notes to Condensed Financial Statements

<PAGE>


                                ALYN CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


1.       Basis of Presentation

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. This financial information should be read in conjunction with the
audited  financial  statements and notes thereto for the year ended December 31,
1997,  included in the Company's Form 10-K, which is on file with the Securities
and Exchange Commission.  Operating results for the three months ended March 31,
1998 are not necessarily  indicative of the results that may be expected for the
year ended  December 31, 1998.  

     Cost of Goods  Sold for the  first  quarter  of 1998  includes  all  labor,
material and overhead pertaining to the Company's preparation for production, in
addition to the costs associated with the sales for the quarter.

2.       Inventories

                                     March 31, 1998           December 31, 1997
                                     --------------           -----------------
    Inventories:
         Raw materials                  $   362,000             $   157,000
         Finished goods                      15,000                  15,000
                                        -----------             -----------

                                        $   377,000             $   172,000
                                        ===========              ==========



<PAGE>



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

Overview

     Since its  inception  in 1990,  the Company has been  engaged in  research,
development, testing and prototype production of advanced metal matrix composite
materials,  utilizing  proprietary  technology  primarily for the application of
boron carbide in combination  with aluminum  alloys,  under the name Boralyn(R).
The  Company has been  granted  several  patents  for  process and  applications
pertaining to metal matrix  technologies.  In 1997 and the first quarter of 1998
the Company's sales were primarily the result of prototype  orders.  The Company
expects to transition from establishing  manufacturing  facilities and prototype
development  to  production  during  1998.  Golf clubs are in various  stages of
prototype  development  and product  evaluation  with Taylor Made Golf  Company.
Boralyn(R)  -based golf club shaft prototypes are in True Temper Sports' testing
program for  evaluation.  Sunglass  frames for Bolle Inc. are in  pre-production
awaiting the delivery of tooling.  Development  work  continues in the Company's
disk substrate program with Seagate Technology.  Production of the engine cradle
for General Motors is pending the delivery of tooling. While the Company expects
to  achieve  sales  of  Boralyn(R)  -based  products  in 1998,  there  can be no
assurance  that  any  significant  sales  will  be  achieved.  The  Company  was
unprofitable  through  March 31, 1998 and incurred a loss for the full year 1997
as a result of start-up expenses in anticipation of production  orders, and will
incur additional losses thereafter.

Results of Operations

For purposes of  discussion,  the results of  operations  for the quarter  ended
March 31, 1998 are compared to the results of  operations  for the quarter ended
March 31, 1997.

     Total  revenues for the first quarter of 1998 decreased 33% to $28,000 from
$42,000 in the first quarter of 1997. The change is insignificant.

     Cost of  Goods  Sold  for the  first  quarter  of 1998  increased  2657% to
$634,000  from  $23,000 in the first  quarter of 1997.  All labor,  material and
overhead not  attributable to R & D were classified as Cost of Goods Sold in the
first  quarter of 1998. In 1997,  prior to  completion  of the  Company's  first
manufacturing  facility, only labor, material and overhead associated with sales
went to Cost of Goods  Sold,  with the  remainder  charged to  Establishment  of
Manufacturing  Facilities,  as the  Company's  workforce  was  employed  in this
effort.

     There were no expenses for the  Establishment of  Manufacturing  Facilities
during  the first  quarter  of 1998,  as there  were no costs  incurred  in this
effort.  In the first  quarter of 1997,  $225,000 of expenses  incurred  for the
startup and testing of production  equipment  were charged to  Establishment  of
Manufacturing Facilities.

     General and Administrative expenses for the first quarter of 1998 increased
27% to  $544,000  from  $430,000  in the first  quarter  of 1997.  The  increase
represents   the  costs  incurred  as  a  result  of  increasing  the  Company's
administrative  employee  base.  These  expenses are expected to increase as the
Company begins production.

     Selling and Marketing  expenses for the first quarter of 1998  decreased by
12% to  $327,000  from  $370,000  in the first  quarter of 1997.  As the Company
begins production, Selling and Marketing expenses are expected to increase.

     Research and  Development  expenses for the first quarter of 1998 increased
434% to $1,202,000 from $225,000 in the first quarter of 1997. This increase was
attributable  to  an  increase  in  the  development  of  products  the  Company
anticipates producing. The Company expects to continue investing in Research and
Development of new applications of Boralyn(R) and other metal matrix composites.

     Costs and  expenses  for the first  quarter  of 1998  include  $525,000  of
depreciation and amortization compared to $63,000 for the same period in 1997.

Liquidity and Capital Resources

     At March 31, 1998, the Company had cash of $8,696,000  and working  capital
of $6,635,000.  The Company has funded its operations  through proceeds from its
initial public offering in October 1996 of $33.3 million,  net of expenses,  and
through debt  financing of $6.5 million  completed in December 1997. The Company
intends to utilize an additional $4 million of debt financing  under an existing
credit  facility in the second quarter of 1998. Cash balances in excess of those
required to fund  operations  are  invested  in  interest-bearing  high  quality
short-term  investment grade corporate  securities and government  securities in
accordance  with  investment  guidelines  approved  by the  Company's  Board  of
Directors.

     The Company's future liquidity and capital funding requirements will depend
on numerous  factors,  including results of marketing its metal matrix composite
capabilities,  their acceptance in the market,  the timing of production  orders
and their  delivery and the costs and timing of growth in sales,  marketing  and
manufacturing  activities.  The Company  intends to use debt finance for some of
its existing and future capital  needs.  The Company  anticipates,  based on its
currently  proposed plans and assumptions  relating to its operations,  that its
existing cash resources and anticipated  future  financing will be sufficient to
satisfy its contemplated cash requirements for at least the next twelve months.

     Except for historical  information  contained  herein,  this report on Form
10-Q  contains  forward-looking  statements  within the  meaning of the  Private
Securities  Litigation  Reform Act of 1995. These  statements  involve known and
unknown risks and  uncertainties  that may cause the Company's actual results or
outcomes to be materially different from those anticipated and discussed herein.
Further,  the Company operates in an industry sector where securities values may
be volatile and may be  influenced by  regulatory  and other factors  beyond the
Company's control.  Important factors that the Company believes might cause such
differences  are  discussed  in  the  cautionary  statements   accompanying  the
forward-looking  statements in the Company's  Annual Report on Form 10-K, in the
risk factors  detailed in the  Company's  Annual  Report on Form 10-K and in the
Company's  Prospectus  dated  October 22, 1996,  filed with the  Securities  and
Exchange Commission. In assessing  forward-looking  statements contained herein,
readers are urged to read carefully all cautionary  statements contained in this
quarterly  report,  in the  Company's  Annual  Report  on Form  10-K  and in the
Company's Prospectus dated October 22, 1996.

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable



<PAGE>


                                ALYN CORPORATION
                           PART II. OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS

         None.

Item 2.    CHANGES IN SECURITIES

         None.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

         None.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

Item 5.    OTHER INFORMATION

         None.

Item 6.    EXHIBITS AND 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.


                                 ALYN CORPORATION
                                              (Registrant)



                                 By: /s/ Steven S. Price
                                     ------------------------------
                                             Steven S. Price
                                       Chief Executive Officer and
                                                President




                                 By: /s/ Walter R. Menetrey
                                     -------------------------------
                                            Walter R. Menetrey
                                       Executive Vice President and
                                          Chief Operating Officer





                                 By: /s/ Richard L. Little
                                     -------------------------------
                                             Richard L. Little
                                          Vice President, Finance
                                       and Administration and Chief
                                            Accounting Officer

Dated:  May 11, 1998