LEAK X ENVIRONMENTAL CORPORATION
10QSB/A, 1999-01-21
ENGINEERING SERVICES
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                      U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 10-QSB/A


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


( )     TRANSITION REPORT UNDER SECTION 13 OR 15(d)
        OF THE EXCHANGE ACT


For The Quarterly Period Ended:                       Commission File Number:
     September 30, 1998                                         0-17776

                       LEAK-X ENVIRONMENTAL CORPORATION
      (Exact name of Small Business Issuer as specified in Its Charter)

               Delaware                         23-2823596
(State or other jurisdiction of         (IRS Employer Identi-
 Incorporation or Organization)                fication Number)


         790 East Market Street, Suite 270, West Chester, PA 19382
     (Address of Principal Executive Offices)              (Zip Code)


                                 (610) 344-3380
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the  Exchange Act 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 filing requirements for the past 90 days.
                                Yes  X    No

The number of shares of Common Stock, par value $.001 per share, outstanding 
as of November 13, 1998 is 988,876 shares.

Transitional Small Business Disclosure Format:      Yes     No  X  


<TABLE>
                              CONSOLIDATED BALANCE SHEET
                   LEAK-X ENVIRONMENTAL CORPORATION AND SUBSIDIARIES
 
<CAPTION>
                                                    September 30,   December 31, 
                                                        1998            1997
                                                     (Unaudited)
</CAPTION>
<S>                                                <C>              <C>
ASSETS:
CURRENT ASSETS
         Cash and cash equivalents                  $    224,799    $    240,769
         Accounts receivable, net                      1,323,572       2,111,682
         Estimated earnings in
             excess of billings                           93,708         117,749
         Inventory                                     ----------        267,733
         Other current assets                             88,018          78,454
         Net assets of discontinued operations           499,234         499,234
         TOTAL CURRENT ASSETS                          2,229,331       3,315,621
 
PROPERTY AND EQUIPMENT, NET                               90,635         158,024
 
OTHER ASSETS - Deposits                                  122,123          82,488
 
                  TOTAL ASSETS                      $  2,442,089    $  3,556,133
 

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES
         Accounts payable and accrued expenses      $  2,019,790    $  2,292,012
         Unearned revenue                                  9,460         307,041
         Line of credit                                  457,000         422,000
         Note payable to directors                     ----------        100,000
         Current portion of long term debt             ----------         50,809
         Net liabilities of discontinued operations      412,532         440,114
          TOTAL CURRENT LIABILITIES                 $  2,898,782       3,611,976
 
LONG-TERM DEBT                                           150,000       ---------
 
STOCKHOLDERS' EQUITY
         Common stock $.001 par value:
         5,000,000 shares authorized, 988,876
         and 1,219,645 issued and outstanding
         in 1998 and 1997, respectively                      989           1,220
         Additional paid-in capital                    8,308,246       8,308,015
         Accumulated deficit                          (8,915,928)     (8,365,078)
         TOTAL STOCKHOLDERS' EQUITY                     (606,693)        (55,843)

          TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                     $  2,442,089    $  3,556,133

</TABLE>

                      See notes for consolidated balance sheets.


<TABLE>
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                     LEAK-X ENVIRONMENTAL CORPORATION AND SUBSIDIARIES
                                         (Unaudited)
<CAPTION>
                                              Three Months Ended September 30,
                                                      1998               1997
</CAPTION>
<S>                                             <C>                <C>
Revenues                                         $  1,578,994       $  2,237,358
Cost of revenues                                    1,109,138          1,813,663
Gross profit                                          469,856            423,695
 
Selling, general and
         administrative expenses                      440,411            441,101
 
Operating income (loss)                                29,445            (17,406)
 
Other (income) expense                                    455             (3,343)
Interest expense                                        3,176              3,704
 
Net income (loss) before taxes and                     25,814            (17,767)
         discontinued operations
 
Income tax expense                                        821              1,018
 
Net income (loss) before                               24,993            (18,785)
         discontinued operations
 
Discontinued Operations:
         Operating Income (Loss)                      (142,472)           22,937
         Loss on Sale of Discontinued Operations      (441,665)          -------
                                                      (584,137)           22,937
 
Net Income (loss)                                 $   (559,144)     $      4,152
 
Weighted average number of shares of common
         stock outstanding
                          Basic                      1,217,137         1,219,645
                          Diluted                    1,217,137         1,219,645
 
Net income (loss) per share:
         Basic:     Continuing operations                 0.02            (0.02)
                    Discontinued operations              (0.12)            0.02
                    Loss on sale of discontinued ops     (0.36)            0.00
                    Total Basic                          (0.46)            0.00
 
         Diluted:   Continuing operations                 0.02            (0.02)
                    Discontinued operations              (0.12)            0.02
                    Loss on sale of discontinued ops     (0.36)            0.00
                    Total Diluted                        (0.46)            0.00
</TABLE>

               See notes for consolidated balance sheets.


<TABLE>
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                   LEAK-X ENVIRONMENTAL CORPORATION AND SUBSIDIARIES
                                         (Unaudited)
 
<CAPTION>
                                                Nine Months Ended September 30,
                                                      1998               1997

</CAPTION> 
<S>                                              <C>               <C>
Revenues                                          $  4,966,581      $  5,524,477
Cost of revenues                                     3,585,322         4,325,862
Gross profit                                         1,381,259         1,198,615
 
Selling, general and administrative expense   s      1,293,019         1,235,216
 
Operating income (loss)                                 88,240           (36,601)
 
Other income                                            (3,733)           (8,348)
Interest expense                                        10,184            12,877
 
Net income (loss) before taxes and                      81,789           (41,130)
         discontinued operations
 
Income tax expense                                       2,463             2,698
 
Net income (loss) before                                79,326           (43,828)
         discontinued operations
 
Discontinued Operations:
         Operating Income (Loss)                      (188,511)            5,655
         Loss on Sale of Discontinued Operation       (441,665)           ------
                                                      (630,176)            5,655

Net Loss                                          $   (550,850)     $    (38,174)
 
Weighted average number of shares of common
         stock outstanding
                 Basic                               1,218,800         1,219,645
                 Diluted                             1,291,674         1,219,645

Net income (loss) per share:
         Basic:  Continuing operations                    0.07            (0.04)
                 Discontinued operations                 (0.16)            0.00
                 Loss on sale of discontinued ops        (0.36)            0.00
                 Total Basic                             (0.45)           (0.04)
 
    Diluted:     Continuing operations                    0.06            (0.04)
                 Discontinued operations                 (0.16)            0.00
                 Loss on sale of discontinued ops        (0.36)            0.00
                 Total Diluted                           (0.46)           (0.04)

</TABLE>

               See notes for consolidated balance sheet.



<TABLE>
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                      LEAK-X ENVIRONMENTAL CORPORATION AND SUBSIDIARIES
                                       (Unaudited)

<CAPTION> 
                                                           Nine Months Ended September 30,
                                                                1998               1997
</CAPTION>
<S>                                                        <C>               <C>                                        
CASH FLOW FROM
     OPERATING ACTIVITIES:
         Net loss                                           $   (550,850)     $    (38,174)
         Adjustments to reconcile net loss
          to net cash used by operating activities:
               Depreciation                                       46,766            52,202
               Goodwill amortization                           ----------           45,000
               (Gain) loss on sale of assets                       1,794            (4,831)
               Loss on sale of GRS (See Note 4)                  441,665         ----------
         (Increase) decrease in accounts receivable              314,168          (813,631)
         (Increase) decrease in estimated
               earnings in excess of billings                     24,041           (42,437)
         Decrease in inventories                                  63,545           176,832
         Increase in other current assets                        (45,510)          (51,664)
         Increase (decrease) in accounts payable                (128,019)          694,655
         Decrease in unearned revenue                           (272,751)         (101,233)
         Increase (decrease) in accrued expenses
                and other liabilities                             55,671            (7,340)
         Change in net assets of discontinued operations         (27,582)          (43,666)
 
NET CASH USED BY OPERATIONS                                      (77,062)         (134,287)
 
CASH FLOWS FROM INVESTING ACTIVITIES
         Capital expenditures                                    (17,012)          (23,224)
         Sale of asset                                             2,593            14,079
         Sale of GRS (See Note 4)                                127,781         ----------
         Increase in other assets, net                           (49,862)          (25,242)
 
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                  63,500           (34,387)
 
CASH FLOWS FROM FINANCING ACTIVITIES:
         Borrowings on line of credit                            185,000           200,000
         Repayments on line of credit                           (150,000)        ----------
         Payments on long-term debt                              (37,408)          (40,957)
         Payments on notes payable to directors                        0           (61,770)
 
NET CASH PROVIDED (USED) BY
         FINANCING ACTIVITIES                                     (2,408)           97,273
 

NET INCREASE DECREASE IN CASH                                    (15,970)          (71,401)
 
CASH, beginning of the period                                    240,769           156,617
 
CASH, end of the period                                          224,799            85,216

SUPPLEMENTAL CASH FLOW INFORMATION:
 
Sale of Groundwater Recovery Systems, Inc.
(Note 4)
     Non-cash (assets) liabilities
         Accounts receivable, net                               (473,942)       -----------
         Inventory                                              (204,188)       -----------
         Other current assets                                    (35,946)       -----------
         Property, plant & equipment                             (33,247)       -----------
         Other assets                                            (10,227)       -----------
         Accounts payable, accrued expenses and
         other current liabilities                               388,104        -----------
         Forgiveness of Note Payable                             100,000        -----------
         Deferred payout                                        (300,000)       -----------
 
         Net liabilities assumed                                (569,446)       -----------

</TABLE>

                        See notes to consolidated balance sheets.

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       LEAK-X ENVIRONMENTAL CORPORATION AND SUBSIDIARIES
                                            (UNAUDITED)

                                PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

Note 1.   Basis of Presentation

General

     The accompanying unaudited consolidated financial statements of Leak-X 
Environmental Corporation (the "Company") have been prepared in accordance 
with generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-QSB and Article 10 of 
Regulation S-X.  Accordingly, they do not include all of the information and 
footnotes required by generally accepted accounting principles for complete 
financial statements.  In the opinion of management, all adjustments 
considered necessary for a fair presentation (consisting of normal recurring 
accruals) have been included.  The preparation of financial statements in 
conformity with generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported amounts of assets 
and liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues and 
expenses during the reporting period.  Actual results could differ from those 
estimates.  Operating results for the nine month period ended September 30, 
1998 are not necessarily indicative of the results that may be expected for 
the year ending December 31, 1998.  For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997.

     Per share data for the periods are based upon the weighted average number 
of shares of common stock outstanding during such periods, plus net additional 
shares issued upon exercise of options and warrants.  Outstanding options and 
warrants have not been included in the computation of per share data in the 
three month period ended September 30, 1998 or the three and nine month 
periods ended September 30, 1997 as they would be immaterial or anti-dilutive, 
respectively.

Note 2.   Financial Matters

     Total interest expense for the nine months ended September 30, 1998 and 
September 30, 1997 was $52,263 and $52,893, respectively. 

Note 3.  Discontinued Operations

     Net assets and net liabilities of discontinued operations refer to the 
accounts of Gaservice Maintenance Corporation, a wholly-owned subsidiary of 
the Company, which was discontinued as of March 31, 1995.   Net assets of 
discontinued operations at September 30, 1998 consist of accounts receivable 
of $499,234.  Net liabilities of discontinued operations at September 30, 1998 
include accounts payable and accrued expenses of $346,314 and $66,218, 
respectively.

Note 4. Sale of Groundwater Recovery Systems, Inc.

     On September 30, 1998, the Company entered into a Stock Purchase 
Agreement (the "Stock Purchase Agreement") with George A. Nolan and James G. 
Warburton (the "Purchasers") and Groundwater Recovery Systems, Inc. ("GRS").  
Under the Stock Purchase Agreement, the Purchasers acquired all the 
outstanding stock of GRS, a wholly-owned subsidiary of the Company.  GRS is 
involved in the manufacture of groundwater remediation equipment.

     Pursuant to the Stock Purchase Agreement, the Company received from the 
Purchasers: (i) $150,000 which was paid to First Union National Bank ("First 
Union") to reduce the Company's obligation under the Company's $750,000 
Promissory Note and Loan Agreement with First Union dated July 9, 1998 (the 
"Loan Documents"), (ii) $9,268.55 which was paid to First Union for the 
balance of the Company's obligation under a promissory note made by GRS to 
First Union (the "GRS Note"), (iii) certificates representing an aggregate of 
230,768 shares of the Company's Common Stock issued in the names of the 
Purchasers which were canceled, (iv) promissory notes payable to the 
Purchasers with balances as of September 30, 1998 of $100,000 in the aggregate 
which were canceled and (v) outstanding stock option agreements issued in the 
names of the Purchasers to acquire 30,000 shares of the Company's common stock 
which were canceled.  
                    
     In return, the Purchasers received from the Company: (i) all of the 
outstanding stock of GRS and (ii) a consent executed by First Union indicating 
(a) the removal of  GRS as a co-borrower under the Company's Loan Documents 
and (b) the removal of GRS as a borrower under the GRS Note.  The Purchasers 
will also receive a monthly payment of $6,250 each for a period of 24 months 
commencing November 1, 1998 which represents reduced severance payments under 
the Purchasers' employment agreements which were terminated in connection with 
the sale of GRS. 

     The operations of GRS have been reclassified to discontinued operations 
on the consolidated statements of operations for the three months and nine 
months ended September 30, 1998 and September 30, 1997.

     The loss on the sale of GRS consists of the following:

          Net liabilities sold                     215,335
          Forgiveness of notes payable             100,000
          Cash received                            150,000 
          Line of credit assumed                 ($607,000)
          Post-closing payments                  ($300,000)

          Net loss on sale of GRS                ($441,665)

Note 5.  Line of Credit
     
     On July 8, 1998, the Company renewed its Revolving Credit Agreement (the 
"Credit Agreement") with First Union National Bank.  The Agreement extended 
the Company's Credit Agreement to December 31, 1998.  All other terms of the 
existing Credit Agreement remained unchanged.  The Company had $293,000 of 
available borrowing at September 30, 1998.

Note 6.  Income from Continuing Operations per Share

     The following is a reconciliation of the numerator and denominator 
underlying the income from continuing operations per share calculations:

<TABLE>
<CAPTION>
                                        Nine Months Ended September 30, 1998
</CAPTION>
<S>                                  <C>               <C>             <C>
                                      Income            Shares          Per Share
                                      (Numerator)       (Denominator)    Amount

Income from continuing
operations available to
common stockholders                    $79,326          1,218,800         $0.07

Effect of dilutive securities:
  Incremental shares of assumed
  conversions of options                                   72,874   

Diluted income from continuing
operations available to common
stockholders and assumed
conversions                            $79,326          1,291,674         $0.06
</TABLE>

The reconciliations for the three month period ended September 30, 1998 and 
the three and nine month periods ended September 30, 1997 have not been 
presented since any incremental shares converted would be immaterial or 
anti-dilutive, respectively.

Note 7.  Stockholders' Equity

     In connection with the sale of GRS, the Company canceled 230,768 shares 
of common stock as described in Note 4 above.

Item 2.  Management's Discussion and Analysis or Plan of Operation

Results of Operations

     For purposes of comparability, the results of operations of GRS have been
reclassified to discontinued operations for the three months and the nine
months ended September 30, 1997.

Quarter ended September 30, 1998 compared to the Quarter ended September 30, 
1997

      The Company reported income from continuing operations of $24,993, or 
$0.02 per share for the quarter ended September 30, 1998 (the "1998 Quarter"), 
as compared to a loss from continuing operations of $18,785, or ($0.02) per 
share for the quarter ended September 30, 1997 (the "1997 Quarter").  This 
improvement is primarily a result of an increase in gross margins.  The 
Company's gross margin improved to 30% for the 1998 Quarter as compared to a 
gross margin of 19% in the 1997 Quarter due to the greater percentage of 
professional services revenue which has a higher gross margin than 
construction management services.

     Net revenue decreased 29% to $1,578,994 for the 1998 Quarter compared to 
$2,237,358 for the 1997 Quarter.  The decrease in revenues is attributable to 
a $767,987 decrease in construction management service revenues in the 1998 
Quarter, partially offset by an increase of $109,623 in  more profitable 
professional service revenues.  The Company anticipated the decrease in 
construction management services which result from the culmination of a 
ten-year period in December 1998 for compliance with certain environmental 
regulations.  However, the Company expects there will be continuing compliance 
work related to these regulations over the next two years.  As fewer of the 
Company's revenues are derived from construction management services, the 
Company is seeking to expand its more profitable professional service revenues 
in the traditional environmental assessment and innovative monitoring services 
areas.

     Selling, general and administrative expenses ("SG&A expenses") remained 
consistent at  $440,411 for the 1998 Quarter, as compared to $441,101 in the 
1997 Quarter.  SG&A expenses increased 4%, or $12,881 at the Company's 
environmental consulting business due to the investment in a new line of 
services, which were partly offset by the elimination of expenses associated 
with the closing of an office located in New Hampshire.  Corporate overhead 
decreased $13,571 due to the initiation of a cost containment program to 
reduce or eliminate unnecessary corporate expenses. 
 
     The Company incurred lower interest expense of $3,176 in the 1998 
Quarter, as compared to $3,704 in the 1997 Quarter due to lower interest rates 
in the 1998 Quarter.  The 1998 Quarter also includes a loss on discontinued 
operations of $142,472 and a loss on the sale of discontinued operations of 
$441,665 due to the sale of GRS on September 30, 1998.  The loss on 
discontinued operations represents the operating loss incurred by GRS for the 
1998 Quarter.  The loss on the sale of GRS consists of the assumption of a 
line of credit balance and post-closing payments to be made, which were partly 
offset by cash received, forgiveness of notes payable and the sale of the net 
liabilities of GRS. 

Nine Months ended September 30, 1998 compared to the Nine Months ended 
September 30, 1997

     The Company reported income from continuing operations of $79,326, or 
$0.07 per share for the nine months ended September 30, 1998
(the "1998 Period"), as compared to a loss from continuing operations of
$43,828, or ($0.04) per share for the nine months ended September 30, 1997 (the
"1997 Period").  This improvement is primarily a result of an increase in gross
margins.  The Company's gross margin increased to 28% for the 1998 Period as
compared to a gross margin of 22% in the 1997 Period.  The improvement in the
gross margin is primarily a result of a greater percentage of professional
services revenue which has a higher gross margin than construction management
services.

     Net revenue decreased 10% to $4,966,581 for 1998 Period compared to 
$5,524,477 for the 1997 Period.  The decrease in revenues is attributable to a 
$1,002,529 decrease in construction management services revenues, offset by a 
$444,633 increase in more profitable professional services revenue.  The 
Company anticipated the decrease in construction management services which 
result from the culmination of a ten-year period in December 1998 for 
compliance with certain environmental regulations.  However, the Company 
expects there will be continuing compliance work related to these regulations 
over the next two years.  As fewer of the Company's revenues are derived from 
construction management services, the Company is seeking to expand its more 
profitable professional service revenues in the traditional environmental 
assessment and innovative monitoring services areas.

     SG&A expenses increased $57,803 to $1,293,019 in the 1998 Period, as 
compared to $1,235,216 in the 1997 Period.  SG&A expenses increased $99,316 at 
the Company's environmental consulting business primarily as a result of an 
investment in a new environmental monitoring program.  Corporate overhead 
decreased $41,513 as a result of the elimination of goodwill amortization in 
the 1998 Period.

     The Company incurred lower interest expense of $10,184 in the 1998 
Period, as compared to $12,877 in the 1997 Period due to lower average 
outstanding debt at lower interest rates in the 1998 Period.  The 1998 Period 
also includes a loss on discontinued operations of $188,511 and a loss on the 
sale of discontinued operations of $441,665 due to the sale of GRS on 
September 30, 1998.  The loss on discontinued operations represents the 
operating loss incurred by GRS for the 1998 Period.  The loss on the sale of 
GRS consists of the assumption of a line of credit balance, post-closing 
payments to be made, which were partly offset by cash received, forgiveness of 
notes payable and the sale of the net liabilities of GRS. 

Liquidity and Capital Resources

     The Company used $77,062 of cash in operating activities during the 1998 
Period as compared to using $134,287 in the 1997 Period.  The primary 
difference in the utilization of cash from operating activities was a $314,168 
decrease in accounts receivable in the 1998 Period as compared to a $813,631 
increase in the 1997 Period and a $128,019 decrease in accounts payable in the 
1998 Period as compared to a $694,655 increase in the 1997 Period.  In 
addition, the Company incurred a higher loss of $550,850 in the 1998 Period 
due to the discontinued operations as compared to a loss of $38,174 in the 
1997 Period.

     Net cash provided by investing activities in the 1998 Period was $63,500 
as compared to net cash used by investing activities of $34,387 in the 1997 
Period.  Capital expenditures, which were primarily for computer equipment, 
were lower at $17,012 in the 1998 Period as compared to $23,224 in the 1997 
Period.  The 1998 Period includes $127,780 of cash received from the sale of 
GRS.  This includes proceeds of $150,000 received less $22,220 of cash on hand 
at GRS when it was sold.  The 1998 Period includes a $49,862 increase in other 
assets, as compared to a $25,242 increase in the 1997 Period.

     Net cash used by financing activities was $2,408 in the 1998 Period as 
compared to net cash provided by financing of $97,273 in the 1997 Period.  
During the 1998 Period, the Company borrowed $185,000 on its line of credit to 
support ongoing operations and used $150,000 of cash received from the sale of 
GRS to pay down this debt.  During the 1997 Period, the Company borrowed 
$200,000 in order to support a period of investment in materials for 
increasing sales and ongoing operations.  The Company paid $61,770 on the 
notes payable to directors in the 1997 Period and continued to make scheduled 
payments on its debt in the 1998 Period and 1997 Period. 

     The Company's working capital decreased to ($669,451) at September 30, 
1998  as compared to ($296,355) at December 31, 1997.  The decrease in working 
capital was primarily the result of the sale of GRS which resulted in a 
$1,086,290 reduction in the current assets including $788,110 in accounts 
receivable and $267,733 in inventory.  This was offset by a $713,194 decrease 
in current liabilities primarily the result of a $272,222 decrease in accounts 
payable, the forgiveness of the $100,000 notes payable and payment of the 
$50,809 outstanding balance on a GRS term, which was offset by a $150,000 
increase in accrued expenses for post-closing payments to be paid out over the 
next twelve months.  The Company utilizes working capital to manage accounts 
payable, fund ongoing operations and make scheduled payments on its long-term 
debt.

     Backlog at September 30, 1998 of $3.9 million was lower than the level 
at December 31, 1997 of $5.8 million, primarily as a result of a higher 
percent of completion of construction management work.  The Company believes 
that approximately 50% of the current backlog will be completed in 1998, 
although, no assurance of this can be given.  Much of the Company's backlog is 
subject to termination at will and rescheduling without significant penalty.

     On July 7, 1998, the Company renewed its Credit Agreement with First 
Union National Bank.  The Agreement extended the Company's Credit Agreement to 
December 31, 1998.  All other terms of the existing Credit Agreement remained 
unchanged.

     On September 30, 1998, the Company entered into a Stock Purchase 
Agreement (the "Stock Purchase Agreement") with George A. Nolan and James G. 
Warburton (the "Purchasers") and GRS.  Under the Stock Purchase Agreement, the 
Purchasers acquired all the outstanding stock of GRS, a wholly-owned 
subsidiary of the Company.  GRS is involved in the manufacture of groundwater 
remediation equipment.

     Pursuant to the Stock Purchase Agreement, the Company received from the 
Purchasers: (i) $150,000 which was paid to First Union National Bank ("First 
Union") to reduce the Company's obligation under the Company's $750,000 
Promissory Note and Loan Agreement with First Union dated July 9, 1998 (the 
"Loan Documents"), (ii) $9,268.55 which was paid to First Union for the 
balance of the Company's obligation under a promissory note made by GRS to 
First Union (the "GRS Note"), (iii) certificates representing an aggregate of 
230,768 shares of the Company's Common Stock issued in the names of the 
Purchasers which were canceled, (iv) promissory notes payable to the 
Purchasers with balances as of September 30, 1998 of $100,000 in the aggregate 
which were canceled and (v) outstanding stock option agreements issued in the 
names of the Purchasers to acquire 30,000 shares of the Company's common stock 
which were canceled.  

     In return, the Purchasers received from the Company: (i) all of the 
outstanding stock of GRS and (ii) a consent executed by First Union indicating 
(a) the removal of  GRS as a co-borrower under the Company's Loan Documents 
and (b) the removal of GRS as a borrower under the GRS Note.  The Purchasers 
will also receive a monthly payment of $6,250 each for a period of 24 months 
commencing November 1, 1998 which represents reduced severance payments under 
the Purchasers' employment agreements which were terminated in connection with 
the sale of GRS. 

   
     Computers, software and other equipment utilizing microprocessors that
use only two digits to identify a year in a date field may be unable to process
accurately certain date-based information after the year 2000.  This is commonly
referred to as the "Y2K" problem.  The Company is utilizing internal resources
to address the potential impact of the Y2K problem.  Key areas of the Company's
operations that are being addressed include external customers and suppliers and
internal computers and software.

     Y2K considerations may have an effect on some of the Company's customers
and suppliers, and thus indirectly on the Company.  The Company is assessing
the potential effect on the Company with respect to customers and suppliers
with Y2K issues and does not expect a material affect on the Company's financial
condition or results of operation at this time.  However, the potential does 
exist that if customers of the Company are not Y2K compliant, payments to the 
Company in the first quarter of the Year 2000 could be delayed until the 
customers are able to correct their Y2K compliance deficiencies.

      The Company has upgraded its internal computerized information systems to
ensure that it is able to process information that may be date sensitive and
to be Y2K compliant.  No related software or hardware costs are expected.
A contingency plan is being formulated to address unavoidable Y2K risks with
customers, vendors and other third parties. 

    

     The Company deems its present facilities and equipment adequate for its 
immediate needs and it has no material commitments for capital expenditures.  
The Company believes its present liquidity and cash flow are adequate for its 
current needs.  There can be no assurance, however, that additional financing, 
whether from debt or equity, will be available to the Company when needed on 
commercially reasonable terms, or at all.

     The Company's management believes that inflation has not had a 
significant impact on its business during the past three years.

     The statements contained herein include forward looking statements that 
involve a number of risks and uncertainties.  In addition to the facts 
discussed, among the other factors that could cause actual results to differ 
materially are the following: enforcement of environmental regulations, 
business conditions and growth in the industry and general economy; 
competitive factors; changes in sales mix; renewal of credit facility; 
dependence on construction management services; and the risk factors listed 
from time to time in the Company's SEC reports.

                           PART II.  OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits:

     (27)     Financial Data Schedule

(b)     Reports on Form 8-K:

     None


                                SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant 
has caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.


Dated:     January 21, 1999

                                             LEAK-X ENVIRONMENTAL CORPORATION

                                            by:  /s/   Joyce A. Rizzo
                                                       Joyce A. Rizzo
                                                       Chief Executive Officer


                                            by:  /s/   Eileen E. Bartoli
                                                       Eileen E. Bartoli
                                                       Chief Financial Officer
                                                       and Controller


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE LEAK-X
ENVIRONMENTAL CORPORATION CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1998,
AND THE RELATED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998, AND THE ACCOMPANYING NOTES, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
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<PERIOD-END>                               SEP-30-1998
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                                0
                                          0
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