<PAGE>

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             [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 0-19737

                                NOEL GROUP, INC.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
           Delaware                                     13-2649262
   ------------------------                    ----------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

667 Madison Avenue, New York, New York                    10021-8029
---------------------------------------                   ----------
(Address of principal executive offices)                  (Zip Code)

                                 (212) 371-1400
               -------------------------------------------------
              (Registrant's telephone number, including area code)
</TABLE>


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 [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


<TABLE>
<S>                                                 <C>
            Class                                   Outstanding at May 7, 1999
-------------------------------                      --------------------------
Common Stock - $.10 Par Value                                20,567,757
</TABLE>





<PAGE>

<PAGE>





                                NOEL GROUP, INC.

                                      INDEX



<TABLE>
<CAPTION>
                                                                        Page No.
Part I - FINANCIAL INFORMATION

<S>                                                                      <C>
Item 1. Statements of Net Assets in Liquidation
         March 31, 1999 and December 31, 1998                             3

        Statements of Changes in Net Assets in Liquidation
         For the Three Months Ended March 31, 1999 and 1998               4

        Notes to Financial Statements                                     5

Item 2.    Management's Discussion and Analysis of Financial Condition   11


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                12

Item 3. Defaults upon Senior Securities                                  12

Item 6. Exhibits and Reports on Form 8-K                                 12
</TABLE>


                                      -2-



<PAGE>

<PAGE>




PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

                                   NOEL GROUP, INC.
                        STATEMENTS OF NET ASSETS IN LIQUIDATION
                   (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                            March 31,          December 31,
                                                              1999                 1998
                                                              ----                 ----
                                                           (Unaudited)
<S>                                                          <C>                 <C>  
Assets
Cash and cash equivalents ..........................       $   110             $   250
Short-term investments..............................         3,001               3,151
                                                        ----------          ----------
Total cash and short-term investments ..............         3,111               3,401

Investments (Note 2) ...............................        27,248              27,826
Income taxes (Note 3) ..............................         5,500               5,500
Other assets........................................           147                 321
                                                        ----------          ----------
Total assets .......................................        36,006              37,048
                                                        ----------          ----------
Liabilities
Accounts payable ...................................            15                  --
Accrued expenses (Note 4) ..........................         2,199               2,640
                                                        ----------          ----------
Total liabilities ..................................         2,214               2,640
                                                        ----------          ----------
Net assets in liquidation ..........................       $33,792             $34,408
                                                        ==========          ==========
Number of common shares outstanding ................    20,567,757          20,567,757
                                                        ==========          ==========
Net assets in liquidation per outstanding share ....         $1.64               $1.67
                                                             =====               =====
</TABLE>


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



                                      -3-



<PAGE>

<PAGE>




                                   NOEL GROUP, INC.
                  STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                           (Unaudited, dollars in thousands)


<TABLE>
<CAPTION>
                                                                    For the Three Months Ended
                                                                             March 31,
                                                                        1999          1998
                                                                        -----         ----
<S>                                                                   <C>           <C>    
Net assets in liquidation at January 1 .........................      $34,408       $83,561
Changes in estimated liquidation values of assets and
   liabilities (Note 5) ........................................         (616)        1,413
Liquidating distribution (Note 6) ..............................         --         (14,397)
                                                                      -------       -------
Net assets in liquidation at March 31 ..........................      $33,792       $70,577
                                                                      =======       =======

</TABLE>

























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


                                      -4-




<PAGE>

<PAGE>




                                   NOEL GROUP, INC.

                             NOTES TO FINANCIAL STATEMENTS

        This Report on Form 10-Q contains, in addition to historical
information, certain forward-looking statements, including those regarding
valuation of assets and liabilities. Such statements, including, as more fully
set forth below, those relating to management's estimates of the net value of
the Company's assets in liquidation, involve certain risks and uncertainties,
including, without limitation, those risks and uncertainties discussed below.
Should one or more of these risks or uncertainties materialize, actual outcomes
may vary materially from those indicated.


1.      PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION

        On March 19, 1997, the shareholders of Noel Group, Inc. ("Noel")
approved a Plan of Complete Liquidation and Dissolution (the "Plan"), which had
been adopted by Noel's Board of Directors on May 21, 1996. Under the Plan, Noel
is being liquidated (i) by the sale of such of its assets as are not to be
distributed in kind to its shareholders, and (ii) after paying or providing for
all its claims, obligations and expenses, by cash and in-kind distributions to
its shareholders pro rata and if required by the Plan or deemed necessary by the
Board of Directors, by distributions of its assets from time to time to one or
more liquidating trusts established for the benefit of the then shareholders, or
by a final distribution of its then remaining assets to a liquidating trust
established for the benefit of the then shareholders.

        As a result of the approval of the Plan by the shareholders, Noel
adopted the liquidation basis of accounting as of April 1, 1997. Under the
liquidation basis of accounting, assets are stated at their estimated net
realizable values and liabilities are stated at their anticipated settlement
amounts. See Note 2 for a discussion of the methods used to determine
the estimated net realizable values of investments.

        The valuation of assets and liabilities necessarily requires many
estimates and assumptions and there are substantial uncertainties in carrying
out the provisions of the Plan. The actual value of any liquidating distribution
will depend upon a variety of factors including, but not limited to, the actual
market prices of any securities distributed in-kind when they are distributed,
the actual proceeds from the sale or other disposition of any of Noel's assets,
the ultimate settlement amounts of Noel's liabilities and obligations, actual
costs incurred in connection with carrying out the Plan, including
administrative costs during the liquidation period and the actual timing of
distributions.

        The valuations presented in the accompanying Statements of Net Assets in
Liquidation represent management's estimates, based on present facts and
circumstances, of the net realizable values of assets and costs associated with
carrying out the provisions of the Plan based on the assumptions set forth in
the accompanying notes, which assumptions management believes to be reasonable,
based on present facts and circumstances. The actual values and costs are
expected to differ from the amounts shown herein and could be higher or lower
than the amounts recorded. Accordingly, it is not possible to predict the
aggregate net values ultimately distributable to shareholders and no assurance
can be given that the amount to be received in liquidation will equal or exceed
the price or prices at which Noel Common Stock has generally traded or is
expected to trade in the future.



                                      -5-




<PAGE>

<PAGE>




2.      INVESTMENTS

Investments:

        Investments are recorded at their estimated net realizable value in
liquidation. This valuation may not be reflective of actual amounts obtained
when and if these investments are distributed or of prices that might be
obtained in actual future transactions. Because of the inherent uncertainty of
the valuation of securities both where a public market exists and where it does
not exist, the estimated liquidation basis amounts shown may materially differ
from the actual amounts which may be received in the future.

        Noel's holding of the common shares of Career Blazers Inc. ("Career
Blazers") is unregistered.

<TABLE>
<CAPTION>
                                                                                   Estimated
                                                         Common                   Liquidation
                                                         Shares     Price Per     Basis Amount
                                                          Owned       Share      March 31, 1999
                                                         ------       ------     --------------
                                                      (Dollars in thousands, except per share amount)
<S>                                                     <C>           <C>                 <C>   
Career Blazers (a)                                      2,026,104     $4.88               $9,887
Carlyle Industries, Inc. ("Carlyle")
   Series B, 6% preferred stock (b)                                                       10,788
Ferronorte Participacoes, S.A. ("Ferropar") (c)                                            6,302
Other holdings                                                                               271
                                                                                         -------
Total investments at estimated liquidation basis
   amounts                                                                               $27,248
                                                                                         =======
</TABLE>

(a)     Recorded at $4.88, the value determined by an independent investment
        banking firm in conjunction with the April 15, 1999 distribution to
        shareholders of Noel's entire 2,026,104 share holding of Career Blazers
        common stock. On the distribution date, shareholders received 20,567,757
        uncertificated units of the CBI Distribution Trust, valued at $.48072
        per unit.

        Career Blazers, headquartered in New York and Dallas, is a leading
        provider of integrated staffing and training services, operating through
        170 branch offices in 18 states. The present company was created in
        December 1997 by the merger of Career Blazers Personnel Services, Inc.
        and Staffing Resources, Inc.

(b)     Noel's  investment in Carlyle  comprises  9,920,908  shares of Carlyle
        series B preferred stock with a redemption value of $9,920,908 and
        accrued dividends of approximately $2,910,000 at March 31, 1999. The
        shares of Carlyle preferred series B stock are recorded at a discount
        to redemption value plus accrued dividends based on management's
        assessment of a variety of market factors including, an evaluation
        of the projected operating results of Carlyle. As of March 31, 1999,
        Carlyle is in default on its obligation to Noel to redeem the entire
        liquidation preference of its preferred stock as well as accumulated
        unpaid dividends of approximately $2,910,000 to the extent of its
        legally available funds.


                                       -6-



<PAGE>

<PAGE>




        Because of the unique characteristics of the investment in Carlyle and
        the non-marketability of the Carlyle preferred stock, the valuation of
        this investment is highly judgmental and subject to an unusual degree of
        uncertainty. The eventual amount realized in an actual transaction may
        be substantially less than the recorded value. Also, for various
        reasons, included those stated below, there may be delays in realizing
        Noel's holding of Carlyle preferred stock.

        Noel and Carlyle are engaged in discussions with a view of satisfying
        Carlyle's remaining obligations to the holders of the preferred stock in
        accordance with the terms of its charter and consistent with its
        resources. Discussions have dealt with the amount and timing of payments
        and possible modifications of the terms of the preferred stock. Any such
        modifications would require the agreement of Carlyle and the holders of
        the preferred stock. Carlyle has informed Noel that it intends to
        fulfill its obligations to its preferred shareholders, as required by
        Carlyle's charter, to the extent that Carlyle has cash resources in
        excess of those required to operate its business. Carlyle has also
        informed Noel that, as Carlyle believes that it does not currently have
        such excess resources, its ability to make payments on account of the
        preferred stock in the future will depend on Carlyle's future cash flow,
        the timing of the settlement of the liabilities recorded on its
        financial statements, the outcome of its discussions with Noel described
        above, the ability of Carlyle to obtain additional financing and
        compliance with Carlyle's new credit facility which presently permits
        only specified payment amounts, including 25% of "excess cash flow", as
        defined in the agreement.

        The Carlyle board of directors is continuing its review of Carlyle's
        strategic alternatives, including, among other things, the sale of
        Carlyle through merger, sale of stock or otherwise, possible
        acquisitions by Carlyle and possible refinancing. Any such transaction
        and/or the discussions between the companies may result in the
        modification of the terms of the preferred stock or in the acceleration
        of the redemption of the preferred stock and/or the reduction in the
        total amounts eventually received by Noel for its holdings of Carlyle
        preferred stock.

        In addition, Carlyle has agreed to notify the Pension Benefits Guaranty
        Corporation ("PBGC") prior to making any dividend or redemption
        payments. Carlyle's decision to make any such payments will depend on
        the successful resolution of any issues which may arise with the PBGC
        relating to Carlyle's unfunded liability to its benefit plan.

        Carlyle is a packager and distributor of buttons, gifts and craft 
        products.

(c)     Noel owns  10,624,886  shares of Ferropar  which were recorded at a
        60% discount to the third- party valuation determined at the time
        of the reorganization of Novoeste S.A. and Ferronorte, S.A. Ferrovia
        Norte Brasil to form Ferropar in June 1998. The discount percentage
        reflects illiquidity and the risks of operating in Brazil, including
        foreign currency risk. Since the merger transaction occurred, the Reals
        per Dollar exchange rate has declined by approximately 33%.
        Consequently, as of March 22, 1999, the carrying value of $6,302,000
        represents an approximate discount of 40% to the Real value established
        in the merger transaction. While the level of uncertainty related to the
        Brazilian economy has increased, there have been no events at Ferropar,
        which Noel is aware of, which indicate the need for an additional
        discount, however, Noel cannot predict how future developments to
        Brazil's economy or to the exchange rate would impact the value of this
        investment.


                                      -7-



<PAGE>

<PAGE>




        Ferropar holds two concessions to operate privatized railroads in
        Brazil. Realization of this investment is dependent upon a sale by Noel
        of its interest in Ferropar. In February 1999, Noel engaged a Brazilian
        investment bank to sell its shares. A sale is projected for the second
        quarter of 1999, at the earliest. The actual amount realized for this
        investment could be lower or higher than the amount recorded.


3.      INCOME TAXES

        Estimated income taxes are calculated at a 35% rate on the taxable
income and losses which would be generated if the assets were realized and
liabilities settled at the amounts shown on the financial statements. This
estimate is subject to significant variation if, among other things, the actual
values of assets distributed, sold or otherwise disposed of varies from current
estimates. The income tax asset is projected to be realized through the filing
of the 1998 and 1999 tax returns and assumes that Noel's liquidation will be
completed by December 31, 1999. The bulk of the projected tax asset will be
realized by carrying back the projected taxable loss in 1999 to 1997. Events
subsequent to December 31, 1998, may limit Noel's ability to carry back the
projected 1999 loss due to the change in ownership provisions of Section 382 of
the Internal Revenue Code. The amount of the income tax refund would be subject
to audit adjustment by the IRS.

        The components of the income tax asset are as follows (dollars in
thousands):
<TABLE>
<CAPTION>
                                                           March 31,        December 31,
                                                             1999              1998
                                                            -----              ----
<S>                                                         <C>               <C>   
       Net unrealized capital loss                          $5,204            $5,002
       Net realized capital gain                              (139)             (139)
       Realized net operating loss carryforwards               145               145
       Loss from the settlement of recorded                    288               490
       liabilities
       Other                                                     2                 2
                                                           -------            ------
       Net income tax asset                                 $5,500            $5,500
                                                           =======            ======
</TABLE>

        Noel had additional net operating loss carryforwards of approximately
$8,133,000 at December 31, 1998, which expire from 2004 through 2012. Noel has
undergone "ownership changes" within the meaning of Section 382 of the Internal
Revenue Code of 1986, as amended. Consequently, future utilization of these
Federal tax loss carryforwards is significantly limited. If Noel's assets and
liabilities are realized at the values recorded at March 31, 1999, these
carryforwards will not be realizable because Noel will not generate future
taxable income.

4.      ACCRUED EXPENSES

        Accrued expenses include estimates of costs to be incurred in carrying
out the Plan and provisions for known liabilities. These costs include a
provision for costs to be incurred in connection with the distribution, sale or
other disposition of Noel's investments including legal and investment banking
fees and salaries and related expenses of officers and employees assigned to
effect the distribution, sale or other disposition of specific investments.


                                      -8-




<PAGE>

<PAGE>




       The components of accrued expenses are as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                      March 31,        December 31,
                                                        1999              1998
                                                        -----             ----
<S>                                                     <C>              <C>   
        Salaries and benefits                           $ 572            $1,063
        Rent and other expenses                           609               544
        Professional fees                                 374               391
        Other, net                                        644               642
                                                       ------            ------
                                                       $2,199            $2,640
                                                       ======            ======
</TABLE>
 
        This projection of accrued expenses assumes that Noel will substantially
complete its operations by June 30, 1999. The actual costs incurred could vary
significantly from the related accrued expenses due to uncertainty related to
the actual length of time required to complete the Plan, the exact method by
which each of Noel's assets will be realized and other contingencies.

        For the three months ended March 31, 1999, Noel's cash operating
expenses exceeded the return on its cash and cash equivalents and short-term
investments by $537,000.

        Noel's cash operating expenses for the three months ended March 31,
1999, were as follows (dollars in thousands):

<TABLE>
<S>                                                            <C>
        Salaries and benefits                                  $287
        Rent and other expenses                                 185
        Professional fees                                       107
                                                               ----
                                                               $579
                                                               ====
</TABLE>

5.      CHANGES IN ESTIMATED LIQUIDATION VALUES OF ASSETS AND LIABILITIES

        The changes in the estimated liquidation values of assets and
liabilities were as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                   March 31, 1999      March 31, 1998
                                                   --------------      --------------
<S>                                                <C>                 <C>
        To adjust investments to
           estimated liquidation values, net         $(578)             $2,199
        To adjust estimated accrued expenses           (38)                122
        To adjust estimated income taxes               --                 (908)
                                                     ------              ------
        Total adjustments                            $(616)              $1,413
                                                     ======              ======
</TABLE>


                                      -9-




<PAGE>

<PAGE>




6.      LIQUIDATING DISTRIBUTIONS

        On April 25, 1997, Noel distributed 3,754,675 shares of common stock of
HealthPlan Services Corporation ("HPS") valued at $14.375 per HPS share for a
total value of $53,974,000 to Noel shareholders of record at the close of
business on April 18, 1997. The distribution rate was 0.1838631 of a share of
HPS common stock per share of Noel Common Stock and the value of the
distribution was $2.6430 per share of Noel Common Stock.

        On October 6, 1997, Noel distributed 412,601 shares of HPS common stock
valued at $21.1565 per HPS share for a total value of $8,729,000 to Noel
shareholders of record at the close of business on September 29, 1997. The
distribution rate was 0.02006 of a share of HPS common stock per share of Noel
Common Stock and the value of the distribution was $.4244 per share of Noel
Common Stock.

        On December 1, 1997, Noel distributed 2,205,814 shares of Carlyle common
stock valued at $1.40 per Carlyle share for a total value of $3,088,000 to Noel
shareholders of record at the close of business on November 21, 1997. The
distribution rate was 0.107246 of a share of Carlyle common stock per share of
Noel Common Stock and the value of the distribution was $.1501 per share of Noel
Common Stock.

        On March 27, 1998, Noel distributed $.70 per outstanding Noel share for
a total amount of $14,397,000 to shareholders of record at the close of business
on March 20, 1998.

        On April 30, 1998, Noel distributed $.45 per outstanding Noel share for
a total amount of $9,255,000 to shareholders of record at the close of business
on April 22, 1998.

        On August 14, 1998, Noel distributed $.92 per outstanding Noel share for
a total amount of $18,922,000 to shareholders of record at the close of business
on July 31, 1998.

        On April 15, 1999, Noel distributed 20,567,757 units of the CBI
Distribution Trust representing ownership of its entire 2,026,104 share holding
of Career Blazers common stock to shareholders of record on the close of
business on April 15, 1999, for a total value of $9,888,000, or approximately
$.48072 per share of Noel Common Stock.

7.      COMMITMENTS AND CONTINGENCIES

        Certain of Noel's holdings are involved in various legal proceedings
generally incidental to their businesses. While the result of any litigation
contains an element of uncertainty, management believes that the outcome of any
known, pending or threatened legal proceeding or claim, or all of them combined,
will not have a material adverse effect on Noel's financial position.


                                      -10-




<PAGE>

<PAGE>




Item 2. - Management's Discussion and Analysis of Financial Condition

        This Quarterly Report on Form 10-Q contains, in addition to historical
information, certain forward-looking statements regarding future financial
condition and results of operations. Such statements involve certain risks and
uncertainties, including, without limitation, those risks and uncertainties
discussed below and in the footnotes to the financial statements. Should one or
more of these risks or uncertainties materialize, actual outcomes may vary
materially from those indicated.

Liquidity and Capital Resources:

        On March 31, 1999, Noel had cash and cash equivalents and short-term
investments of approximately $3.1 million. The future cash needs of Noel will be
dependent on the implementation of the Plan. It is management's intention that
Noel's existing liquid assets will be available to fund Noel's working capital
requirements and to meet its other obligations through the remainder of the
liquidation period. Pursuant to the Plan, subject to the payment or the
provision for payment of the Company's obligations, the cash proceeds of any
asset sales together with other available cash will be distributed from time to
time pro rata to the holders of the Common Stock on record dates selected by the
Board of Directors with respect to each such distribution. Noel believes that
its cash and cash equivalents and short-term investments are sufficient to fund
its working capital requirements through the completion of the Plan.

        Sources of potential liquidity include the sale or refinancing of
current holdings, dividends and preferred stock redemptions from current
holdings. Noel does not currently receive, nor expect to receive in the
immediate future, cash dividends from any of its holdings.

Statements of Net Assets in Liquidation:

March 31, 1999 versus December 31, 1998

        Cash and cash equivalents and short-term investments decreased by $.3
million primarily to fund operating expenses.

        Investments decreased $.6 million primarily as a result of the
write-down of Career Blazers.

Statement of Changes in Net Assets in Liquidation:

Three Months Ended March 31, 1999

        The decrease in estimated liquidation values of assets and liabilities
of $.7 million primarily relates to the decrease in the liquidation value of
Career Blazers of $.6 million.

Year 2000 Issues

        The Company does not expect to be in existence after 1999 and therefore
has not fully assessed its Year 2000 issues. In the event that Noel operates
beyond 1999, management does not believe that the consequences of its Year 2000
issues would have a material effect on the Company's financial condition.


                                      -11-




<PAGE>

<PAGE>




                           PART II - OTHER INFORMATION

Item 1. - Legal Proceedings

        There are no pending material legal proceedings to which Noel or, to
Noel's knowledge, its subsidiaries is a party or to which any of their property
is subject, other than ordinary routine litigation incidental to their
respective businesses, other than as disclosed in Noel's Form 10-K for the year
ended December 31, 1998.

Item 3. - Defaults upon Senior Securities

a)      None

b)      Noel is the holder of 9,929,908 shares (approximately 93%) of Series B
        Preferred Stock of Carlyle. Carlyle is in default of its mandatory
        redemption obligations to the holders of such Preferred Stock to the
        extent of its legally available funds. As of March 31 1999, the accrued
        but unpaid dividends amounted to approximately $2.9 million.

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

a)      Exhibits


<TABLE>
<CAPTION>
Item No.   Item Title                                                           Exhibit No.
--------   ----------                                                           -----------

<S>                                                                              <C> 
(2)     Plan of Complete Liquidation and Dissolution of Noel Group, Inc.            (a)

(3)     Articles of Incorporation and By-Laws.

        (A)    Certificate of Incorporation, as amended.                            (b)

        (B)    By-Laws, as amended and restated.                                    (c)

(4) Instruments defining the rights of security holders, including indentures.

        (A)    Excerpts from Certificate of Incorporation, as amended.              (b)

        (B)    Excerpts from By-Laws, as amended and restated.                      (c)

(10)    Trust Agreement dated April 12, 1999 by and among Noel Group, 
        Inc., Samuel F. Pryor III and Herbert M. Friedman, as trustees                10

(11)    Statement re: computation of per share earnings is not required because
        the relevant computations can be clearly determined from the material
        contained in the financial statements included herein.

(15)    None.

(18)    None.

(19)    None.
</TABLE>

                                      -12-




<PAGE>

<PAGE>



<TABLE>
<S>     <C> 
(22)    None.

(23)    None.

(24)    None.

(27)    Financial Data Schedule.

(99)    None.
-------------------------

        (a)    This exhibit was filed as an exhibit to Noel's Proxy Statement
               for the Special Meeting of Shareholders held on March 19, 1997,
               which exhibit is incorporated herein by reference.

        (b)    These exhibits were filed as exhibits to Noel's Registration
               Statement on Form S-1, Registration No. 33-44178, effective
               January 29, 1992, and are incorporated herein by reference.

        (c)    These exhibits were filed as exhibits to Noel's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1994, and are
               incorporated herein by reference.
</TABLE>


b)      Reports on Form 8-K

        The following reports on Form 8-K were filed by the registrant during
the quarter for which this report is filed:

        (i)    None.

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.

                                                   Signature

                                                   NOEL GROUP, INC.

                                                   Date:  May 14, 1999

                                                   By:   /s/ Todd K. West
                                                      -------------------------
                                                      Todd K. West Vice
                                                      President - Finance
                                                      and Secretary (As both
                                                      a duly authorized
                                                      officer of Registrant
                                                      and as chief financial
                                                      officer of Registrant).


                                      -13-

<PAGE>