VULCAN INTERNATIONAL CORP
10-Q/A, 1998-11-13
FABRICATED RUBBER PRODUCTS, NEC
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                  FORM 10-Q/A

                                AMENDMENT NO. 1

         (Mark One)

         [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1998

                                       OR

         [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  
                  OF THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from            to           

         Commission file number   1-10219 

                         VULCAN INTERNATIONAL CORPORATION  
              (Exact name of registrant as specified in its charter)

                   DELAWARE                             31-0810265     
       (State or other jurisdiction of      (IRS Employer Identification No.)
        incorporation or organization)

       300 Delaware Avenue, Suite 1704, Wilmington, Delaware    19801  
       (Address of principal executive offices)              (Zip Code)

                                 (302) 427-804                         
             (Registrant's telephone number, including area code)

                                       N/A          
             (Former name, former address and former fiscal year, 
              if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                  Yes   X     No      

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

Outstanding shares of no par value common stock at September 30, 1998:

                                 1,150,444 shares



This amendment No. 1 on Form 10-Q/A amends and restates "Item 2.  Management's
Discussion and Analysis of Financial Condition and Results of Operations - 
Liquidity and Capital Resources." to the previously filed Form 10-Q/ for the
quarter ended September 30, 1998.

<PAGE>
                        PART I - FINANCIAL INFORMATION

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

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash requirements during the third quarter of 1998 were funded
in part through earnings, the sale of timber and equipment, noncash charges
such as depreciation and amortization and from short-term borrowings.  The
cash from these transactions was primarily used in operations.  The Company
expects to continue, when necessary, to use short-term borrowings to meet cash
requirements not fully provided by earnings.  During the nine months ended
September 30, 1998, 67,000 shares of treasury stock were acquired for
$2,563,277 pursuant to a public announcement made at the annual shareholders'
meeting in May 1998 that the Company intends to purchase up to 100,000 shares.
There were approximately $119,700 of commitments for capital expenditures as
of September 30, 1998.

<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.


                                     VULCAN INTERNATIONAL CORPORATION


November 13, 1998                      By: Benjamin Gettler      
     Date                                  Chairman of the Board, President
                                           and Chief Executive Officer




November 13, 1998                      By: Vernon E. Bachman
     Date                                  Vice President, Secretary-Treasurer
                                           and Principal Accounting Officer





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