<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 June 30, 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

<TABLE>
<S>                             <C>                                <C>
                                NOEL GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            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 August 6,1999
-----------------------------                     -----------------------------
Common Stock - $.10 Par Value                               20,567,757
</TABLE>





<PAGE>



                                NOEL GROUP, INC.

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

Item 1.  Statements of Net Assets in Liquidation
          June 30, 1999 and December 31, 1998                             3

         Statements of Changes in Net Assets in Liquidation
          For the Three and Six Months Ended June 30, 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>





<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>
                                                                     June 30,             December 31,
                                                                       1999                    1998
                                                                    ---------             ------------
                                                                   (Unaudited)
<S>                                                                 <C>                    <C>
Assets

Cash and cash equivalents .....................................        $ 474                    $ 250

Short-term investments.........................................        2,090                    3,151
                                                                      ------                    -----

Total cash and short-term investments .........................        2,564                    3,401


Investments (Note 2) ..........................................       17,422                   27,826

Income taxes (Note 3) .........................................        5,500                    5,500

Other assets...................................................          125                      321
                                                                      ------                   ------

Total assets ..................................................       25,611                   37,048
                                                                      ------                   ------


Liabilities

Accounts Payable ..............................................           13                       --

Accrued expenses (Note 4) .....................................        1,914                    2,640
                                                                     -------                  -------

Total liabilities .............................................        1,927                    2,640
                                                                     -------                  -------

Net assets in liquidation .....................................      $23,684                  $34,408
                                                                     =======                  =======

Number of common shares outstanding ...........................   20,567,757               20,567,757
                                                                  ==========               ==========

Net assets in liquidation per outstanding share ...............        $1.15                    $1.67
                                                                       =====                    =====
</TABLE>


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


                                      - 3 -




<PAGE>



                                NOEL GROUP, INC.
               STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                   For the Three and Six Months Ended June 30,
                        (Unaudited, dollars in thousands)

<TABLE>
<CAPTION>
                                                                     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

Changes in estimated liquidation values of assets and
   liabilities (Note 5) .........................................     (221)           2,116

Liquidating distribution (Note 6) ...............................   (9,887)          (9,255)
                                                                  ---------         --------

Net assets in liquidation at June 30 ............................  $23,684          $63,438
                                                                  =========         =======
</TABLE>

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

                                     - 4 -




<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. Noel expects to make its
final distribution to a liquidating trust prior to the end of 1999.

     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


                                     - 5 -




<PAGE>


expected to trade in the future.


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.

<TABLE>
<CAPTION>
                                                                                Estimated Liquidation
                                                                                     Basis Amount
                                                                                    June 30, 1999
                                                                                ----------------------
                                                                               (Dollars in thousands)
<S>                                                                                  <C>
Carlyle Industries, Inc. ("Carlyle") Series B, 6% preferred stock(a)                  $11,097
Ferronorte Participacoes, S.A. ("Ferropar")(b)                                          6,302
Other holdings                                                                             23
                                                                                      -------
                                                                                      $17,422
                                                                                      =======
</TABLE>


(a)  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 June 30, 1999. As of June 30, 1999, Carlyle
     is in default on its obligation to Noel to redeem the entire liquidation
     preference of its preferred stock as well as the accumulated unpaid
     dividends to the extent of its legally available funds.

     In July 1999, Noel reached agreement with Carlyle and Swenvest Corporation,
     a company controlled by Carlyle chairman Robert A. Levinson, for the
     issuance by Carlyle of common stock in payment of accrued and unpaid
     dividends, the sale of a portion of Noel's Carlyle preferred stock to
     Swenvest and the redemption by Carlyle of the remainder of Noel's preferred
     stock in exchange for Carlyle common stock. The payment of the dividend and
     the redemption by Carlyle of the preferred stock is pursuant to Carlyle's
     voluntary plan of recapitalization and is expected to occur on August 13,
     1999. In connection with these transactions, Noel sold 3,865,289 shares of
     Carlyle preferred stock to Swenvest for $3,000,000 in cash, and Noel
     expects to receive 2,559,594 shares of Carlyle common stock in payment for
     the preferred stock dividends through August 13, 1999, and 3,760,000 shares
     of Carlyle common stock in consideration for the redemption of the balance
     of Noel's holding of 6,055,619 shares of Carlyle preferred stock.

     At June 30, 1999, the value of preferred shares has been determined based
     on the pending transaction as the sum of $3,000,000 in cash and $8,097,000,
     (6,319,594 shares of Carlyle common stock valued at $1.2812 per share, the
     closing share price on June 30). Using the closing market price of $1.00
     per share on August 4, 1999, this investment would have been valued at
     $9,320,000.

                                     - 6 -




<PAGE>



     As part of its agreement with Noel, Carlyle intends to file a registration
     statement covering the common shares issued to Noel in the transaction.
     Following the completion of the transactions, Noel plans to distribute the
     cash proceeds as a liquidating distribution and to distribute the Carlyle
     common shares received by Noel to a liquidating trust for the benefit of
     Noel's then shareholders. Distribution of the Carlyle common shares by the
     liquidating trust to the trust beneficiaries will not occur until the
     registration statement covering the shares becomes effective. The amount
     ultimately realized by Noel shareholders will depend on the market value of
     the Carlyle common shares.

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

(b)  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 38%. Consequently, as of August 9, 1999, the
     carrying value of $6,302,000 represents an approximate discount of 36% 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.

     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. It is expected that pending any sale, Noel's
     Ferropar shares will be distributed to a liquidating trust for the benefit
     of Noel's then shareholders. 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.


                                     - 7 -



<PAGE>



  The components of the income tax asset are as follows (dollars in thousands):


<TABLE>
<CAPTION>
                                                          June 30,         December 31,
                                                           1999                1998
                                                         ---------         ------------
<S>                                                         <C>                 <C>
        Net unrealized capital loss                        $  325               $5,002

        Net realized capital loss (gain)                    4,325                 (139)

        Unrealized net operating loss carrybacks              260                  145

        Loss from the settlement of recorded liabilities      588                  490

        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 June 30, 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.

     The components of accrued expenses are as follows (dollars in thousands):


<TABLE>
<CAPTION>
                                                        June 30,           December 31,
                                                          1999                 1998
                                                      ----------           -----------
<S>                                                   <C>                  <C>
         Salaries and benefits                            $  560                $1,063

         Rent and other expenses                             687                   544

         Professional fees                                   367                   391

         Other, net                                          300                   642
                                                          ------                ------

                                                          $1,914                $2,640
                                                          ======                ======
</TABLE>



                                     - 8 -





<PAGE>



     This projection of accrued expenses assumes that Noel will substantially
complete its operations by September 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 six months ended June 30, 1999, Noel's cash operating expenses
exceeded the return on its cash and cash equivalents and short-term investments
by $1,210,000.

     Noel's cash operating expenses for the six months ended June 30, 1999, were
as follows (dollars in thousands):

<TABLE>
<S>                                       <C>
         Salaries and benefits            $  435

         Rent and other expenses             534

         Professional fees                   319
                                          ------

                                          $1,288
                                          ======
</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

                                                                 June 30, 1999      June 30, 1998
                                                                 -------------      -------------
         <S>                                                      <C>               <C>
         To adjust investments to
            estimated liquidation values, net                            $250              $2,281
         To adjust estimated accrued expenses                            (471)               (851)
         To adjust estimated income taxes                                 --                  653
         To adjust other assets                                           --                   33
                                                                        ------             ------
         Total adjustments                                              $(221)             $2,116
                                                                        ======             ======
</TABLE>


<TABLE>
<CAPTION>
                                                                           Six Months Ended

                                                                 June 30, 1999          June 30, 1998
                                                                 -------------          -------------
<S>                                                              <C>                     <C>
         To adjust investments to                                      $(329)                  $1,603
            estimated liquidation values, net
         To adjust estimated accrued expenses                           (508)                    (887)
         To adjust estimated income taxes                                 --                     (255)
         To adjust other assets                                           --                    3,068
                                                                       ------                  -------
         Total adjustments                                             $(837)                  $3,529
                                                                       ======                  =======
</TABLE>


                                     - 9 -


<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 Inc. ("Career Blazers", formerly Staffing Resources, Inc.)
common stock valued at $9,888,000 to shareholders of record on the close of
business on April 15, 1999. The distribution rate was one trust unit per
outstanding share of Noel common stock and the value of the distribution was
$.48072 per Noel share.

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>



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 June 30, 1999, Noel had cash and cash equivalents and short-term
investments of approximately $2.6 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:

June 30, 1999 versus December 31, 1998

     Cash and cash equivalents and short-term investments decreased by $.8
million primarily due to the funding operating expenses.

     Investments decreased $10.4 million primarily as a result of the
distribution of Career Blazers.

Statement of Changes in Net Assets in Liquidation:

Three Months Ended June 30, 1999

     The decrease in estimated liquidation values of assets and liabilities of
$.2 million primarily results from the increase to accrued expenses of $.5
million net of the increase in the liquidation value of Carlyle of $.3 million.


                                     - 11 -




<PAGE>



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.

                           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 June 30 1999, the accrued but unpaid
     dividends amounted to approximately $3.1 million.

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

a)   Exhibits

<TABLE>
<CAPTION>
Item No.   Item Title                                                                      Exhibit No.
--------   ----------                                                                      -----------
<S>        <C>                                                                             <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.
</TABLE>


                                     - 12 -




<PAGE>


<TABLE>
<S>      <C>                                                                               <C>

         (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.

(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.

b)       Reports on Form 8-K
</TABLE>

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


                                     - 13 -



<PAGE>



     (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:    August 11, 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).

                                     - 14 -