1 of 11


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

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

         For the quarter ended April 2, 1999      Commission file No. 1-10585




                            CHURCH & DWIGHT CO., INC.
             (Exact name of registrant as specified in its charter)


                Delaware                        13-4996950
          (State of incorporation) (I.R.S. Employer Identification No.)


             469 North Harrison Street, Princeton, N.J. 08543-5297
               (Address of principal executive office) (Zip Code)


       Registrant's telephone number, including area code: (609) 683-5900




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  twelve 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 

 As of April 30, 1999, there were 19,382,589 shares of Common Stock outstanding.


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

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                                      Three Months Ended
- ----------------------------------------------------------------------------------------------------------------
 <S>                                                                           <C>                   <C>
                                                                                April 2,              March 27,
(In thousands, except per share data)                                            1999                   1998
- ----------------------------------------------------------------------------------------------------------------
 Net Sales                                                                      $174,708              $152,011
 Cost of sales                                                                    97,590                84,393
                                                                               ---------------------------------
 Gross profit                                                                     77,118                67,618
 Advertising, consumer and trade promotion expenses                               44,572                40,795
 Selling, general and administrative expenses                                     21,024                18,369
 Gain on sale of mineral rights                                                   11,772                     -
 Impairment and other items                                                        5,320                     -
                                                                               --------------------------------
 Income from Operations                                                           17,974                 8,454

 Equity in earnings of affiliates                                                  2,020                 1,224
 Investment income                                                                   372                   309
 Other income                                                                        102                    34
 Interest expense                                                                   (605)                 (572)
                                                                               --------------------------------
 Income before taxes                                                              19,863                 9,449
 Income taxes                                                                      7,498                 3,553
                                                                               --------------------------------
  Net Income                                                                       12,365                5,896

 Retained earnings at beginning of period                                        218,618               197,622
                                                                               -------------------------------- 
                                                                                 230,983               203,518
 Dividends paid                                                                    2,321                 2,326
                                                                               --------------------------------
 Retained earnings at end of period                                             $228,662              $201,192
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

 Weighted average shares outstanding - Basic                                      19,354                19,396
 Weighted average shares outstanding - Diluted                                    20,362                19,932
- ----------------------------------------------------------------------------------------------------------------- 
 Earnings Per Share:

 Net income per share - Basic                                                       $.64                  $.30
 Net income per share - Diluted                                                     $.61                  $.30
- ----------------------------------------------------------------------------------------------------------------
 Dividends Per Share:                                                               $.12                  $.12
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


                                    2 of 11


<PAGE>
                  CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<S>                                                                            <C>                 <C>
                                                                                April 2,            December 31,
                                                                                  1999                   1998
- ----------------------------------------------------------------------------------------------------------------
(Dollars in thousands)                                                          (Unaudited)
- ----------------------------------------------------------------------------------------------------------------
Assets
- ----------------------------------------------------------------------------------------------------------------
Current Assets
     Cash and cash equivalents                                                   $20,175              $ 16,189
     Short-term investments                                                        3,051                 2,042
     Accounts receivable, less allowances of $1,559 and $1,579                    61,816                65,014
     Inventories (Note 2)                                                         65,379                60,285
     Current portion of note receivable                                           11,178                 7,485
     Deferred income taxes                                                        10,535                10,535
     Prepaid expenses                                                              7,483                 5,258
                                                                               --------------------------------
Total Current Assets                                                             179,617               166,808
- ----------------------------------------------------------------------------------------------------------------
Property, Plant and Equipment (Note 3)                                           153,396               161,712
Notes Receivable                                                                  12,272                 2,384

Equity Investment in Affiliates                                                   28,763                27,751
Long-Term Supply Contracts                                                         4,714                 4,918
Intangibles and Other Assets                                                      29,653                27,865
- ----------------------------------------------------------------------------------------------------------------
Total Assets                                                                    $408,415              $391,438
- ----------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
- ----------------------------------------------------------------------------------------------------------------
Current Liabilities
     Short-term borrowings                                                      $ 13,000              $ 18,500
     Accounts payable and accrued expenses                                       101,603                98,069
     Current portion of long-term debt                                               856                   685
     Income taxes payable                                                         13,280                 6,983
                                                                               --------------------------------
Total Current Liabilities                                                        128,739               124,237
- ----------------------------------------------------------------------------------------------------------------
Long-Term Debt                                                                    27,959                29,630
Deferred Income Taxes                                                             20,975                21,178
Deferred Liabilities                                                               8,907                 6,785
Nonpension Postretirement and Postemployment Benefits                             14,995                14,770

Commitments and Contingencies

Stockholders' Equity
Preferred Stock - $1 par value
     Authorized 2,500,000 shares, none issued                                          -                     -
Common Stock - $1 par value
    Authorized 100,000,000 shares, issued 23,330,494 shares                       23,330                23,330
Additional paid-in capital                                                        38,606                36,502
Retained earnings                                                                228,662               218,618
Accumulated other comprehensive income (loss)                                       (895)                 (782)
                                                                               --------------------------------
                                                                                 289,703               277,668
Common stock in treasury, at cost:
     3,923,105 shares in 1999 and 4,019,505 shares in 1998                       (82,314)              (82,281)
Due from officer                                                                    (549)                 (549)
- ------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                       206,840               194,838
- ----------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                      $408,415              $391,438
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                    3 of 11


<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                         Three Months Ended
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                    <C>
                                                                                April 2,               March 27,
(Dollars in thousands)                                                           1999                     1998
- ----------------------------------------------------------------------------------------------------------------
Cash Flow From Operating Activities
- ----------------------------------------------------------------------------------------------------------------
Net Income                                                                       $12,365                $5,896

Adjustments to reconcile net income to net cash used in operating activities:
         Depreciation, depletion and amortization                                  4,529                 4,055
         Deferred income taxes                                                      (191)                 (284)
         Equity in unconsolidated affiliates                                      (2,020)               (1,224)
         Gain on sale of mineral rights                                          (11,772)                    -
         Asset disposals                                                           4,612                     -
         Other                                                                       117                   173

Change in assets and liabilities:
         (Increase) decrease in short-term investments                            (1,009)                  996
         Decrease (increase) in accounts receivable                                3,148                (6,492)
         (Increase) in inventories                                                (5,087)               (6,461)
         (Increase) in prepaid expenses                                           (2,223)                 (553)
         Increase in accounts payable                                              3,351                 8,558
         Increase in income taxes payable                                          7,355                 3,602
         Increase in other liabilities                                             2,348                 1,017
- ----------------------------------------------------------------------------------------------------------------
Net Cash Provided By Operating Activities                                         15,523                 9,283

Cash Flow From Investing Activities
- ----------------------------------------------------------------------------------------------------------------
Additions to property, plant and equipment                                        (5,415)               (6,778)
Proceeds from sale of mineral rights                                               3,000                     -
Purchase of other assets                                                          (2,157)               (1,382)
Distributions from unconsolidated affiliates                                       1,158                 1,465
Proceeds from repayment of notes receivable                                          360                   665
Investment in affiliates                                                            (150)                    -
Purchase of new product lines                                                          -                (6,975)
- ----------------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                                             (3,204)              (13,005)

Cash Flow From Financing Activities
- ----------------------------------------------------------------------------------------------------------------
(Repayments) proceeds from short-term borrowing                                   (5,500)               10,000
Long-term debt repayments                                                         (1,500)                    -
Payment of cash dividends                                                         (2,321)               (2,326)
Proceeds from stock options exercised                                              2,640                   678
Purchase of treasury stock                                                        (1,652)               (3,130)
- ----------------------------------------------------------------------------------------------------------------
Net Cash (Used In) Provided By Financing Activities                               (8,333)                5,222

Net Change In Cash and Cash Equivalents                                            3,986                 1,500
Cash And Cash Equivalents At Beginning Of Year                                    16,189                14,949
- ----------------------------------------------------------------------------------------------------------------
Cash And Cash Equivalents At End Of Period                                       $20,175               $16,449
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


                                    4 of 11


<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  The  consolidated  balance  sheet  as of April  2,  1999,  the  consolidated
statements  of income and retained  earnings for the three months ended April 2,
1999 and March 27,  1998 and the  consolidated  statements  of cash flow for the
three months then ended have been prepared by the Company  without audit. In the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments,  except  for the item  described  in note 7)  necessary  to present
fairly the financial  position,  results of operations and cash flow at April 2,
1999 and for all periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.   It  is  suggested  that  these   condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements and notes thereto included in the Company's  December 31, 1998 annual
report to shareholders.  The results of operations for the period ended April 2,
1999 are not necessarily indicative of the operating results for the full year.



<TABLE>

<S>                                                                            <C>               <C>
2.   Inventories consist of the following:                                      April 2,          Dec. 31,
    (In thousands)                                                               1999               1998
- ------------------------------------------------------------------------------------------------------------
Raw materials and supplies                                                      $20,450           $16,278

Work in process                                                                     159               160

Finished goods                                                                   44,770            43,847
                                                                               ----------------------------
                                                                                $65,379           $60,285
- ----------------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<S>                                                                           <C>                 <C>
3.       Property, Plant and Equipment consist of the following:                 April 2,          Dec. 31,
    (In thousands)                                                                1999              1998
- ----------------------------------------------------------------------------------------------------------------
Land                                                                           $   4,898           $  4,896

Buildings and improvements                                                        73,320             73,529

Machinery and equipment                                                          164,271            173,595

Office equipment and other assets                                                 14,359             14,347

Software                                                                           5,311              5,311

Mineral rights                                                                       200              5,931

Construction in progress                                                          19,317             14,148
                                                                               -----------------------------
                                                                                 281,676            291,757
Less accumulated depreciation, depletion and amortization                        128,280            130,045
                                                                               -----------------------------
Net Property, Plant and Equipment                                               $153,396           $161,712
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


                                    5 of 11


<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


4. Equity  Investment in Joint Venture 

The following  table reflects  summarized  financial  information for the Armand
Products Company joint venture. The Company accounts for its 50 percent interest
in the joint venture under the equity method.  Product and services are provided
to the Armand  Products  Company by the joint  venture  partners  at cost.  As a
result,  the  following  information  would not be  indicative  of the financial
position or results of operation had the joint venture operated on a stand-alone
basis.


<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                               -----------------------------
<S>                                                                           <C>                 <C>
                                                                                April 2,           March 27,
(In thousands)                                                                   1999               1998
- ------------------------------------------------------------------------------------------------------------
Net sales                                                                      $  9,891            $  9,242
Gross profit                                                                      3,709               3,214
Net income                                                                        2,978               2,424

Company's share in net income                                                     1,489               1,212
Elimination of Company's share of intercompany interest expense                      69                 110
                                                                               -----------------------------
Equity in joint venture income                                                 $  1,558            $  1,322
- ------------------------------------------------------------------------------------------------------------
</TABLE>



5.       Earnings Per Share

Basic EPS is calculated based on income available to common shareholders and the
weighted-average  number of  shares  outstanding  during  the  reported  period.
Diluted EPS includes  additional  dilution from potential  common stock issuable
pursuant to the exercise of stock options outstanding


6.       Gain on Sale of Mineral Rights

As previously  announced,  the Company sold most of its trona mineral  leases in
Wyoming for approximately $22.5 million to Solvay Minerals,  Inc., which was due
in annual  payments  beginning on January 5, 1999 and  concluding  on January 5,
2011.  The Company  received its initial  payment of $3.0 million and recorded a
note receivable  from Solvay for the present value of the remaining  payments of
approximately  $13.9 million using estimated  market discount rates.  This, when
combined with the initial  receipt,  resulted in a gain of  approximately  $11.8
million.

The Company is negotiating  to assign and sell the note to an insurance  company
for an amount that approximates the carrying amount on April 2, 1999.

7.       Impairment and Other Items

As  previously  announced,  the  Company  recorded a charge for  impairment  and
certain  other items  relating to a planned  plant  shutdown  late in 1999 which
includes the  rationalization  of both  toothpaste and powder laundry  detergent
production. The pre-tax charge of $5.3 million is comprised of the following:


                (In thousands)                                                 
                --------------------------------------------------  
                Fixed asset impairment                      $4,612
                Severance and other charges                    708
                                                           -------
                                                            $5,320


                                    6 of 11


<PAGE>

8.       Segment Information

Segment sales and operating profit for the first quarter of 1999 and 1998 are as
follows:


<TABLE>
<S>                           <C>                <C>            <C>                   <C>               <C>    
                                                                 Unconsolidated
(In thousands)                 Consumer           Specialty        Affiliates          Corporate             Total
- --------------------------------------------------------------------------------------------------------------------
Net Sales - 1999               $143,108             $37,910           $(6,310)                 -          $174,708
          - 1998                124,367              32,265            (4,621)                 -           152,011

Operating Profit - 1999           7,521               5,967            (1,966)             6,452            17,974
                 - 1998           5,226               4,428            (1,200)                 -             8,454
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Product line net sales data for the first quarter is as follows:

<S>   <C>          <C>              <C>            <C>           <C>          <C>         <C>             <C>
       Laundry and
       Household      Oral and                      Specialty       Animal     Specialty   Unconsolidated
       Cleaners     Personal Care    Deodorizing     Chemicals    Nutrition     Cleaners    Affiliates       Total
- --------------------------------------------------------------------------------------------------------------------
1999     $69,030        $40,851       $33,227         $20,668       $15,004      $2,238      $(6,310)      $174,708

1998      63,826         33,932        26,609          19,085        10,294       2,886       (4,621)       152,011
- --------------------------------------------------------------------------------------------------------------------
</TABLE>



9.       Comprehensive Income

The following  table presents the Company's  Comprehensive  Income for the three
months ending April 2, 1999 and March 27, 1998:

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                               ---------------------------------
<S>                                                            <C>                    <C>
                                                                April 2,               March 27,
(In thousands)                                                   1999                    1998
- ------------------------------------------------------------------------------------------------
Net Income                                                      $12,365                 $5,896
Other Comprehensive Income, net of tax:
    Foreign exchange transaction adjustments                       (113)                   167
                                                                -------------------------------
 Comprehensive Income                                            $12,252                 $6,063
- ------------------------------------------------------------------------------------------------
</TABLE>



10.      Subsequent Event

On May 7, 1999, the Company exercised its option and purchased an additional 35%
interest in two Brazilian  bicarbonate/carbonate-related chemical companies. The
acquisition,  costing approximately $9.1 million, had approximately $4.2 million
allocated to Goodwill and was financed by  short-term  borrowing.  An additional
amount of approximately $2.0 million, may be payable in March, 2001,  contingent
upon the performance of the two Brazilian companies.

11.      Contingencies

The Company,  in the ordinary  course of its  business,  is the subject of, or a
party to, various pending or threatened legal actions. The Company believes that
any  ultimate  liability  arising  from these  actions  will not have a material
adverse effect on its consolidated financial statements.

12.      Reclassification

Certain prior year amounts have been  reclassified  in order to conform with the
current year presentation.

                                    7 of 11



<PAGE>
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS


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

For the quarter ended April 2, 1999, net income was $12.4 million, equivalent to
basic earnings of $.64 per share,  from $5.9 million or $.30 per share,  in last
year's first quarter.  Diluted earnings were $.61 per share compared to $.30 per
share last year.  These  results  include a net pre-tax  gain of $6.5 million or
$.19 per share from two previously  announced events - the sale of trona mineral
leases in January,  less a charge for impairment and certain other items related
to the planned plant shutdown  later in 1999.  Excluding this one-time net gain,
net income  would have  increased  by 43% to $8.5  million,  or $.42 per diluted
share.

Net sales  increased by 15% to $174.7  million  from $152.0  million in the same
period last year.  All major  consumer  product lines - oral and personal  care,
deodorizing  and laundry and  cleaning  products - were well ahead of last year.
Animal nutrition was particularly strong in the specialty products business

Gross margin was 44.1% in the first  quarter,  as compared with 44.5% last year.
The major  reasons for the  decline  was the shift in the high margin  specialty
cleaning  business from having its results fully  consolidated  in 1998 to being
accounted for as an equity  investment in 1999 and the use of co-packers to meet
higher than expected order requirements.  These items were partially offset by a
favorable product sales mix.

Advertising,  consumer and trade promotion expenses increased by $3.8 million to
$44.6 million in the current  quarter.  This is due to high  promotion  costs in
support of both the oral and personal care and deodorizing product lines.

Selling,  general and administrative expenses increased $2.7 million versus last
year.  This  increase is  primarily  due to higher  personnel-related  costs and
outside service costs, particularly in information systems.

Earnings from affiliates increased due to the formation of the ArmaKleen Company
as a 50% owned  affiliate,  which  product  line prior to this quarter was fully
consolidated, and increases in earnings from the Armand Products Company and the
Brazilian affiliate.

Interest expense was virtually unchanged from last year, while investment income
increased slightly.


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

The  Company  considers  cash  and  short-term   investments  as  the  principal
measurement of its liquidity. At April 2, 1999, cash, including cash equivalents
and short-term investments totaled $23.2 million as compared to $18.2 million.

During the first quarter of 1999,  the Company  generated  $15.5 million of cash
flow from operating activities, received an initial payment of $3.0 million from
the sale of  mineral  rights  and  received  $2.6  million  from  stock  options
exercised.  Significant  expenditures  include the partial  repayment of debt of
$7.0 million,  additions to property,  plant and equipment of $5.4 million,  the
payment of cash  dividends of $2.3 million and the purchase of treasury stock of
$1.7 million.


Year 2000 Update
- ----------------

As outlined in the 10-K for the year ended  December 31,  1998,  the Company has
developed plans to address the possible  exposures  related to the impact on its
computer  systems of the Year 2000.  These plans have not changed  materially in
terms of scope or estimated costs to complete,  and are progressing according to
previously identified time schedules.

Total expenditures incurred on Y2K-related projects through the first quarter of
1999 are  estimated  at  approximately  $11.5  million.  While  the costs of the
remaining required changes is not yet fully known, we expect the total estimated
costs of the Y2K-related projects to be in the $13 million to $14 million range.


                                    8 of 11

<PAGE>

 
                          PART II - Other Information



Item 4.  Results of Vote of Security Holders
         -----------------------------------

The  Company's  Annual  Meeting of  Stockholders  was held on May 6,  1999.  The
following  nominees were elected to the Company's  Board of Directors for a term
of three years.

    Nominee                          For                           Withhold
    Cyril C. Baldwin, Jr.            38,264,357                    414,374
    William R. Becklean              38,294,718                    384,013
    Rosina B. Dixon, M.D.            38,267,271                    411,460
    Robert D. LeBlanc                38,287,672                    391,059

The results of voting on the following additional items were as follows:

Approval of the appointment of Deloitte & Touche LLP as independent  auditors of
the Company's 1999 financial statements.

    For              Against         Abstained        Broker Non-Votes
    38,473,531       71,552          133,648                  0

To consider and act upon a  stockholder  proposal  requesting  that the Board of
Directors  take the steps  necessary  to provide  for  cumulative  voting in the
election of Directors annually and not by class.

    For             Against          Abstained        Broker Non-Votes
    3,130,102       33,642,879       165,380          1,740,370

To consider  and act upon a  stockholder  proposal  requesting  that the Company
prepare and place  available to stockholders  and employees an equal  employment
diversity report.

    For             Against          Abstained        Broker Non-Votes
    2,274,231       34,115,996       548,132          1,740,372



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

         a.    Exhibits
               (11) Computation of earnings per share
               (27) Financial Data Schedule

          b.   No  reports  on Form 8-K were  filed for the three  months  ended
               April 2, 1999.

                                    9 of 11



<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                 EXHIBIT 11 -  Computation  of Earnings Per Share (In  thousands
                     except per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                               --------------------------------
<S>                                                            <C>                  <C>
                                                                April 2,             March 27,
                                                                  1999                 1998
- ----------------------------------------------------------------------------------------------
BASIC:
      Net Income                                                $12,365              $ 5,896

Weighted average shares outstanding                              19,354               19,396

Basic earnings per share                                           $.64                 $.30

DILUTED:
      Net Income                                                $12,365              $ 5,896

Weighted average shares outstanding                              19,354               19,396
      Incremental shares under stock option plans                 1,008                  536
                                                                ------------------------------
Adjusted weighted average shares outstanding                     20,362               19,932
                                                                ------------------------------

Diluted earnings per share                                         $.61                 $.30


</TABLE>




                                    10 of 11



<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.




                                         CHURCH & DWIGHT CO.,INC.              
                                         --------------------------------------
                                         (REGISTRANT)



DATE:   May 11, 1999                     Zvi Eiref                              
                                         --------------------------------------
                                         ZVI EIREF
                                         VICE PRESIDENT FINANCE



DATE:   May 11, 1999                     Gary P. Halker
                                         -------------------------------------- 
                                         GARY P. HALKER
                                         VICE PRESIDENT, CONTROLLER AND
                                         CHIEF INFORMATION OFFICER




                                    11 of 11





<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   APR-02-1999
<CASH>                                         20,175
<SECURITIES>                                   3,051
<RECEIVABLES>                                  74,553
<ALLOWANCES>                                   1,559
<INVENTORY>                                    65,379
<CURRENT-ASSETS>                               179,617
<PP&E>                                         281,676
<DEPRECIATION>                                 128,280
<TOTAL-ASSETS>                                 408,415
<CURRENT-LIABILITIES>                          128,739
<BONDS>                                        27,959
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       23,330
<OTHER-SE>                                     183,510
<TOTAL-LIABILITY-AND-EQUITY>                   408,415
<SALES>                                        174,708
<TOTAL-REVENUES>                               174,708
<CGS>                                          97,590
<TOTAL-COSTS>                                  97,590
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               50
<INTEREST-EXPENSE>                             605
<INCOME-PRETAX>                                19,863
<INCOME-TAX>                                   7,498
<INCOME-CONTINUING>                            12,365
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                                   12,365
<EPS-PRIMARY>                                  0.64
<EPS-DILUTED>                                  0.61
        

</TABLE>