1



                                                                               1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

[   ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


                                       OR

[ X ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

             For the transition period from December 31, 1997 to March 31, 1998


                        Commission file number
                                               -------------

                                 AQUA-CHEM, INC.
             (Exact name of Registrant as specified in its charter)


               DELAWARE                                   39-1900496
  (State or Other Jurisdiction of                      (I.R.S. Employer
  Incorporation or Organization)                      Identification No.)


                             7800 NORTH 113TH STREET
                                  P.O. BOX 421
                              MILWAUKEE, WISCONSIN
                    (Address of Principal Executive Offices)

                                      53201
                                   (Zip Code)

                                 (414) 359-0600
              (Registrant's Telephone Number, Including Area Code)

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 [ ] No [ X ]

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


               Class                          Outstanding at March 31, 1998
    --------------------------------     --------------------------------------
        Common Stock, $.01 par value                   1,000,000






   2


                                                                               2


                                    INDEX TO
                         TRANSITION REPORT ON FORM 10-Q
                                       OF
                                 AQUA-CHEM, INC.




                                                                                 Page No 
Part I. FINANCIAL INFORMATION

                                                                                
        Item 1 - Financial Statements (Unaudited)                                   3

               Consolidated Condensed Statements of Operations -
               Three months ended March 31, 1998 and the
               three months ended March 31, 1997                                    4

               Consolidated Condensed Balance Sheets -
               March 31, 1998 and December 31, 1997                                 5

               Consolidated Condensed Statements of Cash Flows Three months
               ended March 31, 1998 and the three months
               ended March 31, 1997                                                 6

               Notes to Consolidated Condensed Financial
               Statements                                                           7

        Item 2 - Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations                                                      9

Part II: OTHER INFORMATION

        Item 6 - Exhibits and Reports on Form 8-K                                  13

Signature Page                                                                     14

Exhibit Index                                                                      15









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                                                                               3


                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)




   4



                                                                               4
                                 AQUA-CHEM, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)
                  (DOLLARS IN THOUSANDS; EXCEPT PER SHARE DATA)





                                                                              MARCH 31,      DECEMBER 31,
                                                                                1998             1997
                                                                              ---------      ------------
                                                                                      
ASSETS
Current assets:
    Cash and cash equivalents                                               $   4,756        $ 11,936
    Accounts receivable, less allowances of $548 at March 31,
     1998 and $638 at December 31, 1997                                        24,301          33,332
    Revenues in excess of billings                                              4,640           5,068
    Inventories                                                                24,409          20,814
    Deferred income taxes                                                       3,533           4,237
    Prepaid expenses and other current assets                                     955           1,093
                                                                            ---------        --------
         Total current assets                                                  62,594          76,480
Property, plant and equipment - net                                            31,568          31,555
Intangible assets, less accumulated amortization of $370 at                                
    March 31, 1998 and $273 at December 31, 1997                               10,059          10,174
Deferred income taxes                                                           1,783           2,086
Other assets                                                                    4,246           4,366
                                                                            ---------        --------
    TOTAL ASSETS                                                            $ 110,250        $124,661
                                                                            =========        ========
LIABILITIES AND STOCKHOLDERS' EQUITY                                                       
Current liabilities:                                                                       
    Current maturities on long-term debt                                    $   2,031        $  1,055
    Accounts payable                                                                       
       Trade                                                                   10,149          10,685
       Other                                                                    2,508           5,324
    Billings in excess of revenues                                              3,165           5,654
    Compensation and profit sharing                                             2,864           5,318
    Accrued litigation settlements                                              3,725           3,200
    Accrued expenses                                                           12,179          17,624
                                                                            ---------        --------
         Total current liabilities                                             36,621          48,860
Long-term debt                                                                 57,640          58,636
Other long-term liabilities                                                     5,480           6,006
                                                                            ---------        --------
     Total other liabilities                                                   63,120          64,642
Minority interest                                                                 660             589
Preferred stock with mandatory redemption provisions                            7,519           7,365
Stockholders' equity:
    Common stock, $.01 par value. Authorized 2,000,000 shares; 
    issued and outstanding 1,000,000 shares at March 31, 1998 and
       December 31, 1997                                                           10              10
    Additional paid-in capital                                                     90              90
    Retained earnings                                                           2,149           3,049
    Accumulated other comprehensive income                                         81              56
                                                                            ---------        --------
         Total stockholders' equity                                             2,330           3,205
                                                                            ---------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 110,250        $124,661
                                                                            =========        ========



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


   5


                                                                               5
                                 AQUA-CHEM, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (DOLLARS IN THOUSANDS; EXCEPT PER SHARE DATA)






                                              POST-ACQUISITION             PRE-ACQUISITION
                                            BASIS OF ACCOUNTING          BASIS OF ACCOUNTING
                                            -------------------          -------------------
                                               THREE MONTHS                 THREE MONTHS
                                               ENDED MARCH                  ENDED MARCH
                                                31, 1998                      31, 1997
                                                --------                      --------
                                                                           
Net sales                                       $ 36,806                   $ 34,972 
Cost of goods sold                                27,522                     26,276 
                                                --------                   -------- 
     Gross margin                                  9,284                      8,696 
Costs and expenses:                                                                 
     Selling, general and administrative           8,910                      8,427 
                                                --------                   -------- 
Operating income                                     374                        269 
Other income (expense):                                                             
     Interest income                                 148                        184 
     Interest expense                             (1,463)                      (307)
     Other, net                                      (69)                        16 
                                                --------                   -------- 
                                                  (1,384)                      (107)
                                                --------
Income (loss) before income taxes and                                               
  Minority Interest                               (1,010)                       162 
Income tax expense (benefit)                        (337)                        48 
Minority interest in earnings of                                                    
   consolidated subsidiary                            72                         55 
                                                --------                   -------- 
Net income (loss)                                   (745)                        59 
Preferred stock dividends                           (155)                        -- 
                                                --------                   -------- 
     Net income (loss) applicable to common     $   (900)                  $     59 
                                                ========                   ======== 
                                                                                    
Other comprehensive loss                                       
   Foreign currency translation adjustment            25                       (129)
                                                --------                   -------- 
      Comprehensive income (loss)               $   (720)                  $    (70)
PER SHARE DATA:                                                                     
Basic net loss per share of common              $   (.90)                      N.A. 
stock                                                                               
Diluted net loss per share of common            $   (.90)                      N.A. 
stock                                                                      



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



   6



                                                                               6
                                 AQUA-CHEM, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)





                                                                           POST-ACQUISITION        PRE-ACQUISITION
                                                                          BASIS OF ACCOUNTING      BASIS OF ACCOUNTING
                                                                          -------------------      -------------------

                                                                             THREE MONTHS            THREE MONTHS
                                                                                ENDED                    ENDED
                                                                            MARCH 31, 1998          MARCH 31, 1997
                                                                            --------------          --------------
                                                                                              
Cash flows from operating activities:
  Net income (loss)                                                          $   (745)              $     59
  Adjustments to reconcile net income (loss) to net cash provided by (used                          
    in) operating activities:                                                                       
      Depreciation and amortization                                               705                    861
      Deferred tax expense                                                      1,007                    123
      Minority interest in earnings of consolidated                                                 
         subsidiary                                                                72                     55
      Increase (decrease) in cash due to changes in:                                                
         Accounts receivable                                                    9,031                  9,437
         Revenues in excess of billings                                           428                 (1,651)
         Inventories                                                           (3,595)                (1,892)
         Prepaid expenses and other current assets                                138                    (80)
         Accounts payable-- trade                                                (536)                 2,377
         Accounts payable-- other                                              (2,816)                (4,223)
         Billings in excess of revenues                                        (2,489)                  (354)
         Accrued expenses and other current liabilities                        (7,374)                (3,008)
         Other, net                                                              (382)                   269
                                                                             --------               --------
      Total adjustments                                                        (5,811)                 1,914
                                                                             --------               --------
Net cash provided by (used in) operating activities                            (6,556)                 1,973
                                                                                                    
Cash flows from investing activities:                                                               
  Proceeds from sales of property, plant and equipment and                                          
    other assets                                                                   11                     35
  Additions to property, plant and equipment                                     (584)                  (360)
  Additions to intangibles                                                         --                   (260)
  Proceeds from notes receivable                                                   --                  1,366
                                                                             --------               --------
Net cash provided by (used in) investing activities                              (573)                   781
                                                                                                    
Cash flows from financing activities:                                                               
  Issuance of  notes payable                                                       --                    118
  Principal payments on debt                                                      (51)                   (48)
                                                                             --------               --------
Net cash provided by (used in) financing activities                               (51)                        
                                                                             --------               --------
                                                                                                          70
                                                                                                    
Net increase (decrease) in cash and cash equivalents                           (7,180)                 2,824
Cash and cash equivalents at beginning of period                               11,936                  8,627
                                                                             --------               --------
Cash and cash equivalents at end of period                                   $  4,756               $ 11,451
                                                                             ========               ========
Cash paid during the period for:                                                                    
  Interest                                                                   $  1,427               $    280
  Taxes                                                                      $  1,825               $     11
                                                                                         



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



   7


                                                                               7


                                 AQUA-CHEM, INC.
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1)  In the opinion of Management, the accompanying unaudited financial
     statements of Aqua-Chem, Inc. contain all adjustments which are of a normal
     recurring nature necessary to present fairly the financial position as of
     March 31, 1998, and the results of operations and cash flows for the
     periods indicated. Interim financial results are not necessarily indicative
     of operating results for an entire year.

(2)  Certain notes and other information have been condensed or omitted from
     these interim consolidated condensed financial statements. Therefore, these
     statements should be read in conjunction with the Aqua-Chem, Inc.
     Consolidated Financial Statements as of December 31, 1997 and 1996.

(3)  On July 31, 1997, Aqua-Chem, Inc. ("OLDCO") entered into a definitive
     merger agreement with A-C Acquisition Corp. ("A-C Acquisition"), a 100%
     owned subsidiary of Rush Creek LLC ("Rush Creek"). Rush Creek is a Limited
     Liability Company owned by certain management of OLDCO and Whitney Equity
     Partners L.P. Also on July 31, 1997, A-C Acquisition acquired the assets of
     OLDCO (the "Management Buy-Out") for $125,747, which includes $69,196 of
     liabilities assumed and $5,000 of Series A Cumulative Preferred Stock
     issued to the sellers. The amount paid does not include contingent
     consideration to be paid to the sellers based on cumulative earnings of
     certain operations of Aqua-Chem subsequent to the Management Buy-Out. The
     Management Buy-Out was accounted for by Aqua-Chem using the purchase method
     of accounting.

(4)  The consolidated condensed financial statements for the three months ended
     March 31, 1997 were prepared using OLDCO's historical basis of accounting
     (the "pre-acquisition basis of accounting"). The consolidated condensed
     financial statements for the three months ended March 31, 1998 were
     prepared under a new basis of accounting that reflects the fair values of
     assets acquired and liabilities assumed, the related financing costs and
     all debt incurred in connection with the Management Buy-Out (the
     "post-acquisition basis of accounting"). Accordingly, the accompanying
     financial statements are not comparable in all material respects since
     those financial statements report financial position, results of
     operations, and cash flows of two separate entities.

(5)  Inventories consist of the following:



                                                March 31,      December 31,
                                                  1998              1997
                                                --------       -----------
                                                            
     Raw materials and work-in-process           $18,342          $16,963
     Finished goods                                6,067            3,851
                                                 -------          -------
           Total inventories                     $24,409          $20,814
                                                 =======          =======



(6)  The following information presents pro forma condensed consolidated
     statements of operations assuming OLDCO had been acquired by Aqua-Chem as
     of January 1, 1997. Such information includes adjustments to reflect
     additional interest expense and depreciation expense, amortization of
     goodwill and other intangibles, a reduction of other expenses to
     Management Buy-Out-related payments being made by OLDCO.




                                                                Three Months
                                                                    Ended
                                                               March 31, 1997
                                                               --------------
                                                                 
     Net sales                                                      $34,972
     Net loss applicable to common shares                              (965)
     Loss  per common share (basic)                                 $ (0.97)


(7)  Effective December 31, 1997, Aqua-Chem adopted Statement of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No.
     130"). This statement establishes standards for reporting and


   8

                                                                               8

     display of comprehensive income which includes foreign currency translation
     adjustments accounted for under SFAS No. 52. SFAS No. 130 requires that an
     enterprise classify items of other comprehensive income by their nature in
     a financial statement for the period in which they are recognized.
     Aqua-Chem has chosen to disclose comprehensive income in the Consolidated
     Statements of Operations. Accumulated other comprehensive income at March
     31, 1998 and 1997 is comprised of only foreign currency translation
     adjustments. Prior years have been restated to conform to the SFAS No. 130
     requirements.

     Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of
     Computer Software Developed or Obtained for Internal Use" was issued by The
     American Institute of Certified Public Accountants in March of 1998 and is
     effective for fiscal years beginning after December 15, 1998. Aqua-Chem's
     accounting for costs of computer software developed or obtained for
     internal use is consistent with the guidelines established in the SOP and,
     as a result, Aqua-Chem does not anticipate that the adoption of this
     statement will have a material impact on Aqua-Chem's financial position or
     results of operations.

(8)  On June 23, 1998, Aqua-Chem acquired substantially all of the assets of
     National Dynamics Corporation ("NDC"), located principally in Nebraska, for
     approximately $48,500 in cash plus the assumption of certain liabilities.
     On June 25, 1998 the Board of Directors approved a plan of closure for its
     Greenville, Mississippi facility and the agreement reach with the union
     representing the facility's production workers.  Work currently performed
     at the Greenville facility will be transferred to other Aqua-Chem
     facilities and/or outsourced. As a result, the Company recorded a
     restructuring charge of $4,720 to operations in the quarter ended September
     30, 1998.



   9


                                                                               9
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS OF AQUA-CHEM

         The following discussion should be read in conjunction with, and is
qualified in its entirety by reference to the consolidated condensed financial
statements of the Company appearing elsewhere in this document.

         On July 31, 1997, certain members of management and a private investor
acquired the Company from its former owners (the "Management Buy-Out"). The
financial results of the Company for all periods prior to July 31, 1997 reflect
the operations of the Company under its prior owners. The consolidated financial
statements for subsequent periods reflect the financial results of the Company
under a new basis of accounting that reflects the fair values of assets acquired
and liabilities assumed, the related financing costs, and all debt incurred in
connection with the Management Buy-Out. Accordingly, the financial information
for the Company before and after the Management Buy-Out are not comparable in
all material respects since those financial statements report financial
position, results of operations and cash flows of two separate entities.



RESULTS OF OPERATIONS

          Composition of net sales for Cleaver-Brooks and Water Technologies,
for the periods indicated is listed below.




                                       THREE MONTHS ENDED
                                          MARCH 31,
                                          ---------
                                       1997        1998
                                       ----        ----
                                      (DOLLARS IN MILLIONS)
                                             
Net sales:
  Cleaver-Brooks                      $27.3        $28.1
  Water Technologies                    7.7          8.7
                                      -----        -----
        Total                         $35.0        $36.8
                                      =====        =====


THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

     Net Sales. Net sales increased $1.8 million (5.2%) for the three-month
period ended March 31, 1998 to $36.8 million from $35.0 million for the same
period in the prior year. Net sales attributable to Cleaver-Brooks increased
$0.8 million (2.9%). The increased sales resulted from volume improvements for
firetube boilers, commercial watertube boilers and parts and a substantial
increase in Cleaver-Brooks de Mexico's operation with an offsetting decrease
resulting from the sale of the contract machining product line in the fourth
quarter of 1997. Net sales attributable to Water Technologies increased $1.0
million (13.0%) to $8.7 million, primarily due to a large land-based water
desalination project.

     Gross Margin. Gross margin increased $0.6 million (6.8%) to $9.3 million
from $8.7 million in the prior year. Gross margin as a percentage of net sales
improved to 25.2% from 24.9% primarily due to continued improvements in
throughput in Cleaver-Brooks' manufacturing facilities and improved parts
margins at Cleaver-Brooks.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $0.5 million (5.7%) to $8.9 million, primarily
due to increased commissions earned by sales representatives from the higher
sales volume and amortization related to the Management Buy-Out.
Selling, general and administrative expense as a percentage of net sales was
24.2% compared to 24.1% for the prior year period.


     Operating Income. For the reasons set forth above, operating income
increased $0.1 million, to $0.4 million from $0.3 million for the three month
period ended March 31, 1997.


   10


                                                                              10

LIQUIDITY AND CAPITAL RESOURCES

     Cash used in operating activities was $6.6 million for the three months
ended March 31, 1998 compared to cash provided by operating activities of $1.9
million for the same period in 1997. The decrease of $8.5 million is due
primarily to $1.7 million increase in inventory, $1.5 million decrease in
payables, $1.2 million of additional interest expense due to the increased debt
levels resulting from the Management Buy-Out, and $1.8 million of income tax
payments.

     Cash used in investing activities was $0.6 million for the three months
ended March 31, 1998 compared to cash provided of $0.8 million for the same
period in 1997. The decrease of $1.4 million is due to $1.4 million of proceeds
from notes receivable received in 1997.


     Management believes that cash generated from operating activities together
with borrowing availability will be adequate to cover the Company's working
capital, debt service and capital expenditure requirements on a short and long
term basis. The Company may, however, consider other options available to it in
connection with funding future working capital and capital expenditure needs,
including the issuance of additional debt and the issuance of equity securities.


YEAR 2000
     Many computer software applications, hardware and equipment and embedded
chip systems identify dates using only the last two digits of the year. These
products may be unable to distinguish between dates in the year 2000 and dates
in the year 1900. That inability (referred to as the "Year 2000 Issue"), if not
addressed, could cause applications, equipment or systems to fail or provide
incorrect information after December 31, 1999, or when using dates after
December 31, 1999. The company uses a number of computer software programs,
operating systems, and types of equipment with computer chips in its internal
operations, including applications used in its financial business systems, order
entry and manufacturing systems, manufacturing processes and administrative
functions. The Company also manufactures products that incorporate components
purchased from other manufacturers that contain computer chips. To the extent
that the above listed items contain source code or computer chips that are
unable to interpret appropriately the upcoming calendar year 2000,
distinguishing it from the year 1900, some level of modification or possible
replacement will be necessary.

     STATE OF READINESS - The Company has assessed and continues to assess the
impact of the Year 2000 Issue on its operations. The Company's assessments have
focused on the three major elements of the Year 2000 Issue: IT systems; Non-IT
systems; and third party relationships.

     IT SYSTEMS - Since 1996 the Company has been executing an IT system
upgrade plan, which includes leasing a new mainframe computer at an annual cost
of $0.6 million, and the expansion of and improvements to, its networks and
capital spending on hardware totaling $0.2 million. Additionally, the Company
has spent $1.5 million on new financial systems software, of which $1.3 million
has been capitalized. These systems are replacing software that has been in use
since the early 1980's. The IT system upgrade plan was not undertaken in
response to the Year 2000 Issue, nor was it accelerated due to the Year 2000
Issue.

     Of these new financial systems, the general ledger and reporting packages,
the accounts receivable and accounts payable packages are in the installation
phase with a March 1999 targeted completion date. Management believes these
projects are currently on schedule to meet this target date. The current human
resource/payroll system has been upgraded to address the Year 2000 Issue.

     The Company has received written assurances from the manufacturers that
the following hardware and software are Year 2000 compliant as a result of the
IT upgrade plan: mainframe hardware; mainframe systems software; mainframe
operating system; LAN/WAN hardware; LAN/WAN operating systems; LAN/WAN system
software; personal computers and related software; and financial systems
software.

     The Company's order entry and manufacturing systems are in the process of
being upgraded to address the Year 2000 Issue. The databases for all these
systems have been expanded and regenerated. Management believes the application
programs for these systems are on schedule to be converted and tested by March,
1999. Other non-Year 2000 IT efforts have not been materially delayed or
impacted by Year 2000 


   11

                                                                              11

initiatives.

     NON-IT SYSTEMS - The Company has reviewed all of its communication systems
(phone and data transmission systems), fax machines, photocopiers, postage
machines, elevators, HVAC systems, security systems and shop floor equipment
with the manufacturers or vendors of those systems and equipment and has
received verbal assurances that these systems are Year 2000 compliant. Written
certifications of Year 2000 compliance for these systems has been requested from
the manufacturers or vendors. The Company is currently reviewing the responses
it has received to date and has sent a follow up letter to any manufacturers or
vendors who have not responded.

     THIRD PARTY RELATIONSHIPS - All of the Company's suppliers of raw
materials, components, and other goods and services have been sent a
questionnaire regarding their Year 2000 compliance and their plans to be Year
2000 compliant. Over half of the suppliers contacted have responded. A follow up
letter has been sent to those suppliers who have yet to respond. For those
remaining suppliers who do not respond to this questionnaire, or who do not have
a Year 2000 compliance plan in place, the Company has identified alternative
suppliers and will use an alternative supplier who has certified that it is Year
2000 compliant. For all suppliers of equipment containing computer chips which
are incorporated into the Company's products, the Company has received written
assurance that this equipment is Year 2000 compliant.

     COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUE - Costs incurred by the
Company to date to address the Year 2000 Issue, excluding the IT system upgrade
costs, are approximately $0.1 million. The Company estimates total costs
remaining to be incurred prior to the year 2000 range from $0.2 million to $0.3
million. Maintenance or modification costs will be expensed as incurred, while
the costs of new software will be capitalized and amortized over the software's
useful life. These costs will be funded from operating cash flows.

     RISKS AND CONTINGENCY PLANS - Although the Company believes its efforts
will adequately address its Year 2000 Issue internally, it is possible that the
Company will be adversely affected by problems encountered by its vendors or
suppliers. Despite any vendor's or supplier's certification regarding Year 2000
compliance, there can be no assurance that the vendor's or supplier's ability to
provide goods and services will not be adversely affected by the Year 2000
Issue. The most likely worst case scenario would be that a failure by the
Company or one or more of its vendors or suppliers to adequately and timely
address the Year 2000 Issue, interrupts manufacturing of the Company's products
for a undeterminable period of time. The Company has identified and will
continue to identify alternative vendors should a vendor's ability to meet the
Company's raw material and supply requirements be impacted by the Year 2000
Issue. While the Company believes it can minimize the impact of such
non-compliance through the use of these alternative vendors, a disruption in
production could have a material adverse impact on the Company. The Company does
not currently expect to develop a formal contingency plan.

     GENERAL
     The costs of the Company's efforts to address the Year 2000 Issue and the
dates on which the Company believes it will complete such efforts are based upon
management's best estimates, which were derived using numerous assumptions
regarding future events. There can be no assurance that these estimates will
prove to be accurate, and actual results could differ materially from those
currently anticipated. Specific factors that could cause such material
differences include, but are not limited to, the Company's ability to identify,
assess, remediate and test relevant computer codes and embedded technology, the
Company's reliance on third-party assurances and the variability of definitions
of "Year 2000 compliance" which may be used by such third parties, and similar
uncertainties.



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical facts included in this report, including, without limitation, such
statements under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and located elsewhere herein, regarding the financial
position and capital expenditures of the Company are forward-looking statements.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from such expectations ("Cautionary
Statements") are disclosed in this report and other documents filed with the
Securities and Exchange


   12


                                                                              12

 Commission, including, without limitation, in the Company's Registration
Statement on Form S-4 filed with the Commission on August 6, 1998 (File no.
333-60759) and/or under the following sections therein: "Risk Factors --
Substantial Leverage; Ability to Service the Notes," "-- Implementation of
Business Strategy," "-- Cyclical Nature of Industry; Potential Fluctuations in
Operating Results," "-- Realization of Benefits of the Acquisition," "--
Restrictive Debt Covenants," "-- International Expansion," "-- Control by
Principal Shareholder," "-- Competition," "-- Prices of Raw Materials and
Component Parts," "-- Dependence on Key Personnel," "-- Environmental and
Related Matters," "Product Liability Litigation," and "-- Labor Relations." All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on behalf of the Company are expressly qualified in
their entirety by the Cautionary Statements.







   13


                                                                              13
                                    PART II

                               OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  See attached Exhibit Index.

(b)  There were no reports filed on Form 8-K during the quarter for which this
     report is filed.





   14


                                                                              14

                                   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.


                                        AQUA-CHEM, INC. (Registrant)



    Date: February 22, 1999              By: /s/ Jeffrey A. Miller
                                           ----------------------
                                             Jeffrey A. Miller
                                             Chairman, President and
                                             Chief Executive Officer










   15


                                                                              15
                                 EXHIBIT INDEX
                        TO TRANSITION REPORT ON FORM 10-Q
                                       OF
                                AQUA-CHEM, INC.


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


EXHIBIT                                   INCORPORATED HEREIN            FILED
NUMBER            DESCRIPTION                BY REFERENCE               HEREWITH


27       Financial Data Schedule                                           X
         (3 months ended 3/31/98)