GENERAL MAGNAPLATE CORP
DEF 14A, 1998-10-13
COATING, ENGRAVING & ALLIED SERVICES
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                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by Registrant        [ X ]

Filed by a Party other than the Registrant  [   ]

Check the appropriate box:

[   ]  Preliminary Proxy Statement

[   ]  Confidential, for Use of the Commission Only
       (as permitted by Rule 14a-6(e)(2))

[ X ]  Definitive Proxy Statement

[   ]  Definitive Additional Materials

[   ]  Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12

                         GENERAL MAGNAPLATE CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
                         GENERAL MAGNAPLATE CORPORATION
- --------------------------------------------------------------------------------
       (Name of Person(s) Filing Proxy Statement if other than Registrant)
<PAGE>
Logo-Graphic  GENERAL MAGNAPLATE CORPORATION
              1331 U.S. ROUTE 1 - LINDEN, NEW JERSEY 07036
              PHONE (908) 862-6200 - FAX (908) 862-6110





                                                                 October 2, 1998







   To Our Shareholders:

   You are cordially invited to attend the Annual Meeting of Shareholders of the
Company which will be held at the Company  offices,  1331 U.S.  Route 1, Linden,
New Jersey 07036 at 2:00 P.M., E.S.T., on November 4, 1998.

   Although you may presently plan to attend the Annual Meeting,  we urge you to
indicate  your  approval in the spaces  provided on the  enclosed  proxy form by
voting FOR the election of directors named in the annexed proxy  statement,  FOR
the  ratification  of the selection by  management of the Company's  independent
auditors,  FOR  approval of an amendment  to the  Articles of  Incorporation  to
increase the authorized  common stock, no par value,  to 20,000,000  shares from
5,000,000  shares,  and FOR such other  matters as may properly  come before the
Annual Meeting.  Please then date,  sign and return the proxy form promptly.  If
you are a Shareholder  of record and attend the Annual  Meeting,  as we hope you
will, you may vote in person even if you have previously mailed a proxy form.

   We look forward to seeing as many of you as possible at the Annual Meeting.



                                                    Sincerely,





                                                    /s/CHARLES P. COVINO
                                                    --------------------
                                                    Charles P. Covino
                                                    Chairman, Board of Directors
                                                    and Chief Executive Officer
<PAGE>
Logo-Graphic  GENERAL MAGNAPLATE CORPORATION
              1331 U.S. ROUTE 1 - LINDEN, NEW JERSEY 07036
              PHONE (908) 862-6200 - FAX (908) 862-6110



                                    NOTICE OF
                         ANNUAL MEETING OF SHAREHOLDERS


To the Shareholders of GENERAL MAGNAPLATE CORPORATION:

   The Annual Meeting of the Shareholders of General Magnaplate Corporation will
be held at the Company offices,  1331 U.S. Route 1, Linden, New Jersey 07036, on
November 4, 1998 at 2:00 P.M., E.S.T., for the following purposes:

   1. To elect seven directors to serve until their respective  successors shall
be elected and qualified;

   2. To  ratify  the  selection  by  management  of the  Company's  independent
auditors for the fiscal year ended June 30, 1999;

   3. To approve an amendment to the Articles of  Incorporation  to increase the
authorized  common  stock,  no par value,  to 20,000,000  shares from  5,000,000
shares.

   4. To transact such other business as may properly come before the Meeting or
any adjournments thereof.

   Only  holders  of  Common  Stock of the  Company  of  record  at the close of
business  on  October  2,  1998 are  entitled  to  notice  of and to vote at the
Meeting, or any adjournments  thereof. A complete list of such shareholders will
be open for examination by any shareholder at the Company's  principal executive
offices at 1331 U.S.  Route 1, Linden,  New Jersey for a period of 10 days prior
to the Meeting.  The Meeting may be adjourned  from time to time without  notice
other than by announcement at the Meeting. Shareholders are cordially invited to
attend the Meeting in person.

   IT IS IMPORTANT THAT YOUR SHARES BE  REPRESENTED  REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD.  WHETHER  OR NOT YOU PLAN TO BE  PRESENT AT THE  MEETING IN
PERSON,  PLEASE COMPLETE,  DATE, SIGN, AND INSERT THE ENCLOSED PROXY CARD IN THE
POSTAGE PAID ENVELOPE PROVIDED.  MAIL IT PROMPTLY, NO POSTAGE NEED BE AFFIXED BY
THE SENDER IF MAILED WITHIN THE UNITED STATES. EACH PROXY GRANTED MAY BE REVOKED
BY THE SHAREHOLDER  APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED. IF YOU
RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT
NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE
THAT ALL YOUR SHARES WILL BE VOTED.

   This  Notice,  the  accompanying  Proxy  Statement,  and the  Proxy  enclosed
herewith are sent to you by order of the Board of Directors of the Company.


                                                     /s/EDMUND V. AVERSENTI, JR.
                                                     ---------------------------
                                                        EDMUND V. AVERSENTI, JR.
                                                        Secretary

Dated: Linden, New Jersey
       October 2, 1998
<PAGE>
Logo-Graphic  GENERAL MAGNAPLATE CORPORATION
              1331 U.S. ROUTE 1 - LINDEN, NEW JERSEY 07036
              PHONE (908) 862-6200 - FAX (908) 862-6110

                                 PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD NOVEMBER 4, 1998


                     SOLICITATION AND REVOCATION OF PROXIES

   This Proxy  Statement is furnished to  shareholders by the Board of Directors
of General Magnaplate Corporation,  a New Jersey corporation (the "Company"), in
connection with the solicitation of the accompanying Proxy for use at the Annual
Meeting of Shareholders (the "Meeting") to be held at the Company offices,  1331
U.S. Route 1, Linden,  NJ 07036 on November 4, 1998 at 2:00 P.M.,  E.S.T., or at
any adjournments thereof.

   Only  holders of record on October 2, 1998,  the record date for the Meeting,
will be entitled to notice of, and to vote at, the Meeting and any  adjournments
thereof.  Shares  represented by proxies,  in the  accompanying  form, which are
properly executed, duly returned and not revoked, will be voted for the election
as directors of the persons who have been  nominated by the Board of  Directors,
for the ratification of the appointment of Mauriello,  Franklin & LoBrace as the
Company's  independent  auditors for the fiscal year ending June 30,  1999,  for
approval  of an  amendment  to the  Articles  of  Incorporation  increasing  the
authorized  common  stock,  no par value,  to 20,000,000  shares from  5,000,000
shares,  and for any other matter that may properly come before the Meeting,  in
accordance  with the  judgment of the person or persons  voting the  proxies.  A
shareholder  of record may  withhold  authority  to vote the shares owned by him
with respect to any nominee by writing a check mark in the space provided by the
proxy that the shareholder  wishes to abstain.  The execution of a proxy will in
no way affect a  shareholder's  right to attend the  Meeting and vote in person.
Any proxy  executed  and  returned by a  shareholder  may be revoked at any time
thereafter  in writing  prior to the Meeting,  or orally at the  Meeting,  or by
execution of a subsequent proxy, except as to any matter or matters upon which a
vote shall have been cast  pursuant  to the  authority  conferred  by such proxy
prior to such revocation.

   This Proxy  Statement and the  accompanying  Proxy are being sent on or about
October  2, 1998 to  shareholders  entitled  to vote at the  Annual  Meeting  of
Shareholders. The cost of solicitation of the proxies solicited on behalf of the
Board of  Directors  will be borne by the  Company.  In  addition  to use of the
mails,  proxy  solicitation  may be made by  telephone,  telegraph  and personal
interview by officers, directors and employees of the Company without additional
compensation.  The Company will, upon request,  reimburse  brokerage  houses and
persons  holding  shares in the  names of their  nominees  for their  reasonable
expenses in sending soliciting material to their principals.

   The management of the Company does not know of any matter to be considered at
the  Meeting  other  than those set forth in the  accompanying  Notice of Annual
Meeting of Shareholders.  However,  if any such matter, not now known,  properly
comes before the Meeting,  the persons  named in the enclosed form of Proxy will
vote said Proxy at their  discretion and in accordance  with their best judgment
on such matters.


                                       1
<PAGE>
                              VOTING AT THE MEETING

   At the close of business on June 30, 1998, there were  outstanding  4,918,794
shares  of  Common  Stock  ("Common  Stock")  of the  Company.  The only  voting
securities  of the  Company  are its shares of Common  Stock.  Holders of Common
Stock are  entitled to one vote,  in person or by proxy,  for each share held in
their  names as of the  close of  business  on the  record  date.  There  are no
cumulative rights.

   The presence, in person or by proxy, of holders of at least a majority of the
outstanding  shares  of  Common  Stock of the  Company  entitled  to vote at the
Meeting  is  necessary  to  constitute  a  quorum  at  the  Annual   Meeting  of
Shareholders.  All action proposed herein may be taken upon the affirmative vote
of shareholders  possessing a majority of the shares of Common Stock represented
at the  Meeting,  provided a quorum is  present  at the  Meeting in person or by
proxy.

                          OWNERSHIP OF COMMON STOCK BY
                        DIRECTORS AND EXECUTIVE OFFICERS

   The following  table sets forth,  as of June 30, 1998,  information as to the
shares of Common  Stock of the Company  owned by each  director  and nominee for
election  as a director  and by all  directors  and  executive  officers  of the
Company as a group.
<TABLE>
<CAPTION>
                                  DIRECTORS AND EXECUTIVE OFFICERS

                                                   Amount and Nature
                                                     of Beneficial                         Percent
         Name                                         Interest (1)                         of Class
         ----                                         ------------                         --------
<S>                                                   <C>                                  <C>   
S. Thomas Aitken (2)                                     46,080                               .94%
Walter Alina (6)                                         16,000                               .32%
Edmund V. Aversenti, Jr. (5)                             58,675                              1.19%
Candida C. Aversenti (3)                                919,000                             18.68%
Charles P. Covino (4)                                 1,642,322                             33.40%
Harold F. Levin (7)                                       2,898                               .06%
Edward A. Partenope, Jr.                                  4,000                               .08%
James H. Wallwork                                         1,000                               .02%
All current directors, and executive officers
  as a group (8 persons)                              2,689,975                             54.69%
</TABLE>

(1)  Unless  otherwise  indicated,  each such  beneficial  owner  holds the sole
     voting and investment power over the shares beneficially owned.

(2)  S. Thomas  Aitken owns 19,800 shares in joint tenancy with his former wife,
     included herein.

(3)  Candida  C.  Aversenti  is  custodian  for  285,600  of the  shares for her
     children.  She is the  daughter  of Charles P. and Sylvia A. Covino and the
     wife of Edmund V.  Aversenti,  Jr.,  and  disclaims  any  interest in their
     shares.
<PAGE>
(4)  Charles P. Covino  disclaims  any  interest in the shares held by his wife,
     Sylvia A. Covino or his daughter,  Candida C. Aversenti, and his son-in-law
     Edmund V. Aversenti,  Jr. Charles P. Covino owns 313,661 shares held in two
     trusts, included herein.

(5)  Edmund V.  Aversenti,  Jr. is custodian  for 8,675 shares for his children,
     and  disclaims  any  interest  in any shares  held by his wife,  Candida C.
     Aversenti, or those shares held by Charles P. or Sylvia A. Covino.

(6)  Walter Alina owns these shares in joint tenancy with his wife.

(7)  Harold F. Levin  disclaims  any  interest in shares  held by his  daughter,
     daughter-in-law and granddaughters.

                                      -2-
<PAGE>
                            CERTAIN BENEFICIAL OWNERS

   The following table sets forth  information as of June 30, 1998, with respect
to any person  (including any "group") as that term is used in Section  13(d)(3)
of the Securities Exchange Act of 1934, as amended),  who is known to management
of the Company to be the beneficial  owner of more than five percent (5%) of any
class of the Company's voting securities.


                             Number of Shares                        Percent
Name                        Beneficially Owned                    of Ownership
- ----                        ------------------                    ------------
 

Sylvia A. Covino                  547,936                             11.1%

   Sylvia A. Covino disclaims any beneficial  interest in the shares held by her
husband,  Charles  P.  Covino,  her  daughter,  Candida  C.  Aversenti,  or  her
son-in-law, Edmund V. Aversenti, Jr. Sylvia A. Covino owns 11,244 shares held in
one trust, included herein.

   Charles P.  Covino,  Sylvia A.  Covino,  Candida C.  Aversenti  and Edmund V.
Aversenti,  Jr.  own or  control  3,167,933  shares or 64.4% of the  outstanding
4,918,794 shares of the Company. Although each disclaims any beneficial interest
in the shares  held by the  others,  they will  continue  to be able to exercise
substantial  control over the affairs of the Company and may be deemed "parents"
of the  Company as such term is defined in the Rules and  Regulations  under the
Securities Act of 1933.


                       NOMINEES FOR ELECTION AS DIRECTORS

   Seven  directors  are to be  elected at the  Annual  Meeting of  Shareholders
(which number  constitutes  the entire Board of Directors of the  Company).  The
term of office for which each  person who is a nominee  will  expire at the next
Annual Meeting of  Shareholders,  or when his successor  shall have been elected
and qualified.  Unless otherwise instructed, the proxyholders intend to vote the
proxies received by them FOR the seven nominees below.  Each nominee named below
has consented to being  nominated for a directorship  and, to the best knowledge
of management,  each nominee intends to serve the entire term for which election
is sought. If any nominee becomes  unavailable for election for any reason,  the
proxyholders  will  consult  with  management  of the  Company  and  follow  the
directions  of  management  of the Company  with regard to voting the shares for
which they hold proxies.  At this time,  management of the Company has no reason
to believe that any nominee will be unwilling or unable to serve if elected as a
director of the Company. Each of the nominees is presently a member of the Board
of Directors.

   As far as is known to the Company,  there are no "family  relationships",  as
defined in Item 401(d) of  Regulation  S-K  promulgated  by the  Securities  and
Exchange Commission, between these persons or any executive officer except, that
as noted above, Candida C. Aversenti,  President and Chief Operating Officer, is
the daughter of Dr. Charles P. Covino, Chairman and Chief Executive Officer, and
is also the wife of Edmund V. Aversenti,  Jr, Vice President and Secretary,  and
Corporate Director of Operations.


                                      -3-
<PAGE>
   The names of the nominees  for  Directors  of the  Company,  their  principal
occupation and certain information concerning them are set forth below:

   S. THOMAS AITKEN,  60, former  President and Chairman of the Board of Peoples
BanCorp, Fairfield, NJ. Mr. Aitken has been
a Director since 1970.

   CANDIDA  C.  AVERSENTI,  46,  President  and Chief  Operating  Officer,  Mrs.
Aversenti   joined   the   Company   in   1982   as   Assistant   to  the   Vice
President-Marketing, became Vice President-Marketing in May 1984, was elected to
the Board of Directors in August 1984, Executive Vice President in November 1984
and President and Chief  Operating  Officer in November  1986.  She was formerly
Assistant to the Director of Labor Relations at Standard  Brands,  Inc. (now RJR
Nabisco  Inc.).  She is a graduate  (Cum Laude) of Boston  College,  of Endicott
Junior  College (with Honors),  of the Paralegal  Institute of New York, and was
previously employed by the Company during the summers of 1970-1974.

   EDMUND V.  AVERSENTI,  JR., 54, Vice President and  Secretary,  and Corporate
Director of Operations,  has been employed by the Company since June,  1985. For
the five years prior  thereto he was District  Manager  (West) for M&T Chemicals
Corp. with the Furane Division and Plating Chemicals Division.

   CHARLES P. COVINO, 74, Chairman, Board of Directors,  Chief Executive Officer
and a founding  Director  since 1959.  He is the  inventor of all the  Company's
proprietary  processes and directs all new process  development.  He has over 90
patents and  trademarks  worldwide.  He is a graduate of  Manhattan  College and
studied at New York University Graduate School of Business.  Previously,  he had
studied  mechanical  engineering  at the University of Alabama during service in
World War II. He has an  honorary  degree  of  Doctor  of  Humane  Letters  from
Philathea University in London,  Ontario,  Canada, and honorary degree of Doctor
of Science from Manhattan College; and has been a consultant to NASA, the Atomic
Energy Commission, the United Nations and the Bureau of Naval Weapons.

   HAROLD F. LEVIN,  95,  Director  since 1959,  was a Senior Partner of the law
firm of Levin & Weissman. He was General Counsel to the Company for more than 30
fiscal years.

   EDWARD A. PARTENOPE, JR., 40. Since l986, Mr. Partenope has been a management
and  computer  consultant  for the  company.  During  1984-1986,  he  served  as
Assistant Vice  President/Corporate  Planning for the Company. From 1981-1984 he
was  President  of Silicon  Computer  Co.,  Inc.,  a New Jersey  automation  and
management consulting firm. Mr. Partenope has been a director since 1987.

   JAMES H. WALLWORK,  67, was the former  owner/partner  of Wallwork  Brothers,
Inc., a HVAC wholesale distributor.  Mr. Wallwork was a New Jersey State Senator
from  1968-1981.He is a West Point graduate (1952),  and served in the U.S. Army
occupation  forces from  1953-1955,  and as a Major in the  National  Guard from
1956-1966.


                      BOARD OF DIRECTORS AND BOARD MEETINGS

   The Board of Directors held four regularly scheduled meetings during the last
full fiscal year ended June 30,1998. Each of the Directors who served during the
preceding year attended all of the meetings,  except one director who missed one
meeting.

                                      -4-
<PAGE>
   The Company has no standing nominating or compensation  committees within its
Board of  Directors,  as any functions  which might have been  performed by such
committees  are  considered  and  determined  by the Board of Directors  itself.
Directors who are employees of the Company do not  participate  in any action of
the Board relating to executive compensation.

   The Audit Committee,  consisting of Messrs. Aitken and Wallwork, met one time
during the fiscal  year  ending June 30,  1998.  Its  function is to receive and
review the  results  of the  independent  auditors  of the  Company's  books and
records and to review matters relating to internal  auditing,  accounting policy
and procedures.


                               EXECUTIVE OFFICERS

   The Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>
Name                               Age                                 Position
- ----                               ---                                 --------
<S>                                <C>          <C>                                                                
Charles P. Covino.............     74           Chairman, Board of Directors and Chief Executive Officer

Candida C. Aversenti..........     46           President and Chief Operating Officer

Edmund V. Aversenti, Jr.......     54           Vice President and Secretary, and Corporate Director of Operations

Walter P. Alina...............     66           Vice President
</TABLE>

   Charles P. Covino -- for  biographical  information  see above  "Nominees for
Election as Directors".

   Candida C. Aversenti -- for biographical  information see above "Nominees for
Election as Directors".

   Edmund V. Aversenti,  Jr. -- for biographical information see above "Nominees
for Election as Directors".

   Walter P. Alina joined the Company as Vice  President  in 1979.  From 1967 to
1979 he was Plant Manager for Paramount Plating Co., a metal plating company.


                                      -5-
<PAGE>
                REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS

Remuneration

   The  following  table  sets forth  certain  information  with  respect to the
Company's  Chief  Executive  Officer  and  each of the  Directors  or  Executive
Officers of the Company and its  subsidiaries as to whom aggregate cash and cash
equivalent  forms of  remuneration  during the fiscal  year ended June 30,  1998
exceeded  $100,000 and with respect to all Directors  and Executive  Officers of
the Company and Executive  Officers of its subsidiaries  during such period. All
remuneration described in the table was paid by the Company.
<TABLE>
<CAPTION>
         Name and Principle Position                                     Summary Compensation Table
- ---------------------------------------------------------------------------------------------------------------------------
                                                           Salary                   Bonus                 Other (1)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>                     <C>                      <C>   
Charles P. Covino (2).......................  1998        $179,255                $292,614*                $3,031
  Chairman, Board of Directors                1997        $179,255                $352,122*                $3,591
  and Chief Executive Officer                 1996        $179,255                $302,065*                $3,770

Candida C. Aversenti........................  1998        $152,256                 $77,090                 $7,427
  President and Chief Operating Officer       1997        $152,549                 $87,598                 $7,099
                                              1996        $152,256                 $82,337                 $6,337

Edmund V. Aversenti, Jr. (3)................  1998        $109,996                 $77,090                 $5,495
  Vice-President, Secretary and               1997        $104,615                 $87,598                 $3,540
  Corporate Director of Operations            1996        $103,461                 $82,337                 $3,213
</TABLE>

*Includes royalty payments of $114,527, $141,105, and $98,217 respectively.

   Directors who are employees of the Company  receive no  compensation in their
capacities as directors.  Directors who are not employees of the Company receive
a fee of $1,000 for each board meeting  attended.  The total for such Directors'
fees  amounted to $15,000 in the fiscal year ended June 30,  1998.  In addition,
all Directors are reimbursed,  if requested, for reasonable expenses incurred in
attending meetings of the Board of Directors.  One request for reimbursement for
expenses was made and reimbursed.  Audit Committee members received $250.00 each
per meeting.

   (1) Includes disability  insurance premiums,  life insurance premiums,  and a
company automobile.

   (2) Does not  include  the  Company's  obligation  to provide a  nonqualified
retirement pension plan to its chief executive  officer,  Dr. Charles P. Covino,
which provides a monthly benefit  dependent on date of retirement and is payable
for a period of fifteen  years to the officer or to his wife in the event of his
death.  The total accrued  deferred  compensation up to and including the fiscal
year ended June 30, 1998 amounted to $1,134,000.

   (3) Does not include the Company's  obligation to fund deferred  compensation
contracts  based on 10% of  annual  compensation.  The  total  accrued  deferred
compensation up to and including the fiscal year ended June 30, 1998 amounted to
$107,439 for Candida C. Aversenti and $78,425 for Edmund V. Aversenti, Jr.


                                      -6-
<PAGE>
                     COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                        AMONG GENERAL MAGNAPLATE CORP.,
                     NASDAQ MARKET INDEX AND SIC CODE INDEX

                 [GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]

<TABLE>
<CAPTION>

                               -----------------------------FISCAL YEAR ENDING---------------------------
COMPANY/INDEX/MARKET           6/30/1993    6/30/1994    6/30/1995    6/28/1996    6/30/1997    6/30/1998
<S>                              <C>          <C>          <C>          <C>          <C>          <C>   
General Magnaplate               100.00       127.42       138.66       175.61       168.89       289.83
Coating, Engraving, Allied Svc   100.00       140.51       211.75       336.15       382.07       212.58
NASDAQ Market Index              100.00       109.66       128.61       161.89       195.02       258.52
</TABLE>


                      ASSUMES $100 INVESTED ON JULY 1, 1993
                           ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDING JUNE 30, 1998



       General Magnaplate is in a very unique industry. Per requirements,
           we are compared with other companies in our 3-digit SICcode
           for the performance graph. Unfortunately, these companies,
     while in our SICcode, are not necessarily in the same line of business.


                              SHAREHOLDER PROPOSALS

   The Board of Directors  presently  intends to hold next year's Annual Meeting
of Shareholders of the Company on or about mid-November, 1999. A Proxy Statement
and Notice of such  Meeting  will be mailed to  shareholders  approximately  one
month  prior to that  date.  Any  interested  shareholder  may submit a proposal
concerning  the  Company to be  considered  by  management  of the  Company  for
inclusion  in the Proxy  Statement  and form of Proxy  relating  to next  year's
Annual Meeting of  Shareholders.  In order for any proposals to be considered by
management  for  inclusion,  all proposals must be in writing in proper form and
received  by the  Company  on or  before  August 1,  1999.  Any  shareholder  so
interested  may do so by  submitting  any  such  proposal  to the  Company.  All
shareholder  proposals  must  comply  with  Rule  14a-8  promulgated  under  the
Securities Exchange Act of 1934, as amended.


                RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

   Mauriello,  Franklin & LoBrace,  of 45 Springfield Avenue,  Springfield,  New
Jersey 07081, has served as the Company's  independent  auditors for over thirty
years,  and for the fiscal  year  ended June 30,  1998.  The  management  of the
Company has selected the same firm as the Company's independent auditors for the
current fiscal year,  subject to the vote of the shareholders.  Unless otherwise
specified in any proxy,  the votes  represented  by the proxies will be cast for
the selection of Mauriello, Franklin & LoBrace, as independent auditors to audit
the Company's books and accounts for the current fiscal year.


                                      -7-
<PAGE>
   The Company's financial statements, during and for the fiscal year ended June
30, 1998, were examined by Mauriello,  Franklin & LoBrace,  and reviewed by them
with the Board of Directors. In connection with such audit functions, Mauriello,
Franklin & LoBrace also reviewed the Company's  quarterly and annual reports and
filings with the Securities and Exchange Commission.

   While some  non-audit  services were  performed for the Company by Mauriello,
Franklin & LoBrace  during the fiscal year ended June 30,  1998,  such  services
were negligible and played no part in the determination of audit fees which were
calculated at reasonable and customary rates.

   A member of  Mauriello,  Franklin & LoBrace  will be present at the  Meeting,
will have the  opportunity  to make a statement and will be available to respond
to appropriate questions.


                     ANNUAL REPORT AND FINANCIAL STATEMENTS

   The Annual  Report of the Company  for the fiscal  year ended June 30,  1998,
including  financial  statements and schedules audited by Mauriello,  Franklin &
LoBrace, was filed on Form 10-K with the Securities and Exchange  Commission.  A
copy of the Annual Report (without exhibits) is available,  without charge, upon
written request to: Ms. Valerie  Corigliano,  Assistant Vice President,  General
Magnaplate Corporation,  1331 U.S . Route 1, Linden, New Jersey 07036. A nominal
charge will be made for the cost of reproduction  and mailing if the exhibits to
the Annual  Report are  requested.  The Annual  Report  should not be considered
proxy solicitation material.

   A copy  of the  Consolidated  Financial  Statements  of the  Company  and its
Wholly-Owned  Subsidiaries,  for the fiscal  year ended June 30,  1998,  will be
mailed to every  shareholder  of record at or about the time of the  mailing  of
this Notice of Meeting and Proxy Statement.


                                  OTHER MATTERS

   All information contained in this Proxy Statement relating to the occupations
and  security  holdings of  Directors  and Officers of the Company is based upon
information received from the individual Directors and Officers.

   PLEASE DATE,  SIGN,  AND INSERT THE PROXY CARD IN THE POSTAGE  PAID  ENVELOPE
PROVIDED  AND MAIL IT AT YOUR  EARLIEST  CONVENIENCE.  NO POSTAGE IS REQUIRED IF
MAILED  IN THE  UNITED  STATES.  A PROMPT  RETURN  OF YOUR  PROXY  CARD  WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.





                                                     /s/EDMUND V. AVERSENTI, JR.
                                                        ------------------------
                                                        EDMUND V. AVERSENTI, JR.
                                                        Secretary





October 2, 1998
<PAGE>
                                     PROXY
                         GENERAL MAGNAPLATE CORPORATION

        [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE


                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                    BOARD OF DIRECTORS OF GENERAL MAGNAPLATE
                       CORPORATION FOR THE ANNUAL MEETING
                         TO BE HELD ON NOVEMBER 4, 1998.

  This Proxy will be voted as specified hereon. If no specification is made, the
Proxy will be voted  FOR proposals  (1),  (2), (3) and (4).  KNOW ALL PERSONS BY
THESE PRESENTS,  that the undersigned hereby constitutes and appoints CHARLES P.
COVINO  and  CANDIDA  C.  AVERSENTI,  and  each of them,  the  true  and  lawful
attorneys,   agents  and  proxies  of  the  undersigned,   with  full  power  of
substitution,  to vote all the Common Shares of GENERAL MAGNAPLATE  CORPORATION,
standing in the name of the  undersigned  at the close of business on October 2,
1998 at the Annual Meeting of  Shareholders to be held at the Company offices in
Linden, New Jersey on November 4, 1998, at 2:00 P.M., E.S.T., and at any and all
adjournments  thereof, with all the powers that the undersigned would possess if
personally present.

1. VOTE ON THE ELECTION AS DIRECTORS OF ALL NOMINEES LISTED (Except as marked to
the contrary below).

   S. Thomas Aitken, Candida C. Aversenti,
   Edmund V. Aversenti, Jr., Charles P. Covino, Harold F. Levin, 
   Edward A. Partenope, Jr., and James H. Wallwork


                [   ] FOR      [   ] WITHHOLD      [   ] EXCEPT


INSTRUCTION: To withhold  your vote for any  individual  nominee,  mark "For All
Except" and write that nominee's name in the space provided below.


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

2.  VOTE ON  APPROVAL  OF  APPOINTMENT  OF  MAURIELLO,  FRANKLIN  &  LOBRACE  AS
INDEPENDENT AUDITORS FOR THE 1999 FISCAL YEAR.

                [   ] FOR      [   ] AGAINST      [   ] ABSTAIN


3. VOTE ON PROPOSAL TO APPROVE AN  AMENDMENT  TO  ARTICLES OF  INCORPORATION  TO
INCREASE THE  AUTHORIZED  SHARES OF COMMON  STOCK,  NO PAR VALUE,  TO 20,000,000
SHARES FROM 5,000,000 SHARES.

                [   ] FOR      [   ] AGAINST      [   ] ABSTAIN


4. VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

                [   ] FOR      [   ] AGAINST      [   ] ABSTAIN


   PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING.    [   ]
<PAGE>
                         Please be sure to sign and date
                          this Proxy in the box below.


                   _________________________________________
                                      Date
 
                   _________________________________________
                             Stockholder sign above
 
                   _________________________________________
                         Co-holder (if any) sign above



    Detach above card, sign, date and mail in postage paid envelope provided.

                         GENERAL MAGNAPLATE CORPORATION

IMPORTANT:  PLEASE  SIGN  EXACTLY as name  appears on Stock  Certificate.  Joint
owners  should each sign.  When  signing as attorney,  executor,  administrator,
trustee or  guardian,  please give full  title.  If more than one  trustee,  all
should sign. Corporations should sign by a duly authorized officer.

     PLEASE MARK YOUR CHOICE CLEARLY WITH AN "X" INSIDE THE BOXES PROVIDED.
        PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE POSTAGE
                           PREPAID ENVELOPE ENCLOSED.



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