Form: 10-Q/A

Quarterly report pursuant to Section 13 or 15(d)

February 5, 1999

10-Q/A: Quarterly report pursuant to Section 13 or 15(d)

Published on February 5, 1999




SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1 TO QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998



Commission File Number: 1-13293

SunSource Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware 23-2874736
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)

SunSource Inc.
3000 One Logan Square
Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices and Zip Code)

(215) 282-1290
(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 [ x ] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common Stock, par value $.01,
- - 6,756,163 shares outstanding as of February 5, 1999.

This Amendment No. 1 is filed to amend Item 6(a) of Part II and to file
certain exhibits.




ITEM 6. Exhibits and Reports on Form 8-K

(a)


Exhibit
Number Description
- ------ -----------

3.1 Amendment No. 1 to Bylaws of the Registrant*


- ---------------------------
* Filed herewith.










2



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to Form 10-Q to be signed on
its behalf by the undersigned thereunto duly authorized.



SUNSOURCE INC.



Date: February 5, 1999 /s/ Joseph M. Corvino
-----------------------------
Joseph M. Corvino
Vice President-Finance
(Chief Financial Officer)


/s/ John J. Dabrowski
-----------------------------
John J. Dabrowski
Controller
(Chief Accounting Officer)