SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                     
                                 FORM 10-Q
                                     
                                     
               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
                     For Quarter Ended March 31, 1999
                                     
                       Commission file number 0-1375
                                     
                                     
                             FARMER BROS. CO.
                                     
                                     
California                                                95-0725980
State of Incorporation                                Federal ID Number

20333 S. Normandie Avenue, Torrance, California             90502
Registrant's Address                                         Zip

(310) 787-5200
Registrant's telephone number


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 [  ]

Number of shares of Common Stock outstanding:  1,854,793 as of March 31,
1999.





                               PAGE 1 OF 11

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Dollars in thousands, except per share data) FARMER BROS. CO. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the three months For the nine months ended March 31, ended March 31, 1999 1998 1999 1998 Net sales $55,207 $58,951 $167,650 $182,510 Cost of goods sold 20,054 26,702 69,287 84,774 35,153 32,249 98,363 97,736 Selling expense 20,817 20,264 60,567 60,647 General and administrative expenses 2,192 1,918 5,986 5,993 23,009 22,182 66,553 66,640 Income from operations 12,144 10,067 31,810 31,096 Other income: Dividend income 605 637 1,792 1,959 Interest income 2,153 2,066 6,682 5,879 Other, net 363 597 721 1,116 3,121 3,300 9,195 8,954 Income before taxes 15,265 13,367 41,005 40,050 Income taxes 6,106 5,347 16,402 16,020 Net income $ 9,159 $ 8,020 $ 24,603 $ 24,030 Net income per common share $4.83 $4.16 $12.84 $12.47 Weighted average shares outstanding 1,897,444 1,926,414 1,916,757 1,926,414 The accompanying notes are an integral part of these financial statements. 2

FARMER BROS. CO. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, June 30, 1999 1998 ASSETS Current assets: Cash and cash equivalents $ 19,405 $ 6,800 Short term investments 109,529 128,004 Accounts and notes receivable, net 20,083 18,006 Inventories 33,847 38,067 Income tax receivable 196 649 Deferred income taxes 2,776 2,776 Prepaid expenses and other 1,530 526 Total current assets 187,366 194,828 Property, plant and equipment, net 30,486 30,551 Notes receivable 3,988 3,988 Long term investments, net 71,720 55,801 Other assets 21,025 19,527 Deferred taxes 3,231 2,317 Total assets $317,816 $307,012 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,750 $ 5,605 Accrued payroll expenses 4,621 4,876 Other 6,830 5,678 Total current liabilities 18,201 16,159 Accrued postretirement benefits 17,263 15,941 Shareholders' equity: Common stock, $1.00 par value, authorized 3,000,000 shares; issued 1,926,414 and outstanding 1,854,793 shares 1999 and 1,926,414 in 1998 1,855 1,926 Additional paid-in capital 547 568 Retained earnings 280,228 271,395 Accumulated other comprehensive (loss) income (278) 1,023 Total shareholders' equity 282,352 274,912 Total liabilities and shareholders' equity $317,816 $307,012 The accompanying notes are an integral part of these financial statements. 3

FARMER BROS. CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the nine months ended March 31, 1999 1998 Cash flows from operating activities: Net income $ 24,603 $ 24,030 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,988 3,634 Other (89) (87) Net loss on investments (398) (751) Change in assets and liabilities: Accounts and notes receivable (2,142) 796 Inventories 4,221 (1,786) Income tax receivable 453 2,119 Prepaid expenses and other assets (2,564) (1,661) Accounts payable 1,144 (2,679) Accrued payroll expenses and other liabilities 898 1,421 Other long term liabilities 1,322 1,069 Total adjustments 6,833 2,075 Net cash provided by operating activities $ 31,436 $ 26,105 The accompanying notes are an integral part of these financial statements. 4

FARMER BROS. CO CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited) For the nine months ended March 31, 1999 1998 Net cash provided by operating activities: $ 31,436 $ 26,105 Cash flows from investing activities: Purchases of property, plant and equipment (3,889) (1,935) Proceeds from sales of property, plant and equipment 118 150 Purchases of investments (486,817) (329,455) Proceeds from sales of investments 487,556 287,240 Notes issued (54) (1,608) Notes repaid 117 29 Net cash used in investing activities (2,969) (45,579) Cash flows from financing activities: Dividends paid (4,045) (3,660) Purchase of common stock (11,817) - Net cash used in financing activities 15,862 (3,660) Net increase (decrease) in cash and cash equivalents 12,605 (23,134) Cash and cash equivalents at beginning of period 6,800 34,174 Cash and cash equivalents at end of quarter $ 19,405 $ 11,040 Supplemental disclosure of cash flow information: Income tax payments $ 14,991 $ 13,042 The accompanying notes are an integral part of these financial statements. 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) A. Unaudited Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is Management's opinion that all adjustments of a normal recurring nature necessary for a fair statement of the results of operations for the interim periods have been made. B. Investments The Company hedges interest rate risk in its portfolio of preferred stock. Deferred losses associated with the hedge are $2,039,000 and $1,081,000 at March 31, 1999 and June 30, 1998, respectively. (In thousands) Gross Gross Unrealized Unrealized Fair March 31, 1999 Cost Loss Gain Value Current Assets Commercial Paper $ 34,567 (1) - $ 34,566 U.S. Government Obligations 74,974 (23) 12 74,963 $109,541 (24) 12 $109,529 Non-Current Assets U.S. Government Obligations $ 25,000 (367) - 24,633 Municipal debt 1,695 (27) - 1,668 Preferred stocks 35,537 (321) 2,565 37,781 Corporate bonds 5,075 (254) 10 4,831 Liquid asset fund and other 2,491 - 316 2,807 $ 69,798 (969) 2,891 $ 71,720 (In thousands) Gross Gross Unrealized Unrealized Fair June 30, 1998 Cost Loss Gain Value Current Assets Commercial Paper $ 95,838 - 594 $ 96,432 U.S. Government Obligations 31,608 (36) - 31,572 $127,446 (36) 594 $128,004 Non-Current Assets U.S. Government Obligations $ 9,725 (151) - $ 9,574 Municipal debt 1,695 (11) - 1,684 Preferred stocks 36,504 (52) 3,978 40,430 Corporate bonds 1,878 - 46 1,924 Liquid asset fund and other 2,189 - - 2,189 $ 51,991 (214) 4,024 $ 55,801 6

B. Investments, Continued The contractual maturities of debt securities classified as current and non- current available for sale are as follows: Fair Value Maturities 03/31/99 06/30/98 (In thousands) Within 1 year $109,529 $128,004 After 1 year through 5 years 26,301 11,258 After 5 years through 10 years - - After 10 years 4,831 1,924 $140,661 $141,186 Gross realized gains from available for sale securities were $1,881,000 and $1,788,000 at March 31, 1999 and 1998, respectively. C. Inventories (In thousands) Processed Unprocessed Total March 31, 1999 Coffee $ 3,950 $ 9,952 $13,902 Allied products 9,430 4,124 13,554 Coffee brewing equipment 2,130 4,261 6,391 $15,510 18,337 $33,847 June 30, 1998 Coffee $ 4,119 $10,406 $14,525 Allied products 12,025 5,079 17,104 Coffee brewing equipment 2,191 4,247 6,438 $18,335 $19,732 $38,067 D. Comprehensive Income Effective July 1, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS 130) "Reporting Comprehensive Income". SFAS 130 requires disclosure of total non-stockholder changes in equity in interim periods and additional disclosures of the components of non-stockholder changes in equity on an annual basis. Total non-stockholder changes in equity includes all changes in equity during a period except those resulting from investments by and distributions to shareholders. For the three months For the nine months (In thousands) ended March 31, ended March 31, 1999 1998 1999 1998 Net income $9,159 $8,020 $24,603 $24,030 Unrealized investment gains (losses), net 340 196 (1,301) 241 Total comprehensive income $9,499 $8,216 $23,302 $24,271 7 E. Common Stock On February 23, 1999, a subsidiary of the Company purchased 71,621 shares of the Company's common stock. Upon consolidation, the shares are not considered issued and outstanding, and have been excluded in the weighted average shares outstanding calculation since the date of purchase. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Green coffee price fluctuations continue to have a pronounced effect on Registrant's operating results. The cost of green coffee declined during the third quarter, with a corresponding decrease in the selling price of roast coffee. It is not possible to predict the direction or duration of price fluctuations. Lower green coffee costs generally result in lower roast coffee prices, but unlike some industries, the price change is not immediate, nor is the elasticity of price changes the same in both up and down markets. Registrant cautions against using past history to predict future results; this is especially so as the Brazilian frost season (June September) approaches. Net sales for the third quarter of fiscal 1999 decreased 6.4% to $55,207,000 from $58,951,000 in the same quarter in the prior fiscal year. Net sales for the first nine months of fiscal 1999 decreased 8.1% to $167,650,000 from $182,510,000 in the same period of fiscal 1998. Gross profit in the third quarter increased 9.0% to $35,153,000 or 63.7% of sales, compared to $32,249,000 or 54.7% of sales in fiscal 1998. Operating expenses increased 3.7% to $23,009,000 in the third quarter as compared to $22,182,000 in the same period of the prior fiscal year. Income after taxes for the three months ended March 31, 1999, reached $9,159,000, or $4.83 per share, as compared to $8,020,000 or $4.16 per share in the same quarter of fiscal 1998. Nine month income for fiscal 1999 increased 2.4% to $24,603,000 or $12.84 per share as compared to $24,030,000 or $12.47 per share in the same period of the prior year. Quarterly Summary of Results (In thousands) 03/31/98 06/30/98 09/30/98 12/31/98 03/31/99 Net sales 58,951 57,582 54,035 58,408 55,207 Gross profit 32,249 34,388 31,115 32,095 35,153 Operating income 10,067 9,859 9,321 10,345 12,144 Net income 8,020 9,370 7,539 7,905 9,159 (As a percentage of sales) 03/31/98 06/30/98 09/30/98 12/31/98 03/31/99 Net sales 100.00 100.00 100.00 100.00 100.00 Gross profit 54.70 59.72 57.58 54.95 63.67 Operating income 17.08 17.12 17.25 17.71 22.00 Net income 13.60 16.27 13.95 13.53 16.59 (In dollars) 03/31/98 06/30/98 09/30/98 12/31/98 03/31/99 EPS 4.16 4.86 3.91 4.10 4.83 8

Year 2000 Issues There have been no material changes from the fiscal year end. Conversion costs remain immaterial. System conversions are proceeding as anticipated. The effected systems are expected to be operational by year end. Evaluation of conditions continues, but no unanticipated problems have yet arise. Item 3. Quantitative and Qualitative Disclosures about Market Risk Financial Markets Securities are recorded at fair value and unrealized gains or losses have been recorded as a separate component of shareholders equity. The Company maintains two distinct portfolios of securities, both portfolios are classified as available for sale. The Company's portfolio of investment grade money market instruments includes bankers acceptances, discount commercial paper, federal agency issues and treasury securities. As of March 31, 1999, over 80% of these funds were invested in instruments with maturities shorter than one year. The remaining balance matures in fiscal 2002. This portfolio's interest rate risk is unhedged. Its average maturity is approximately 120 days and a 100 basis point move in the Fed Funds Rate would not have a material effect on Registrant's results of operations. The Company is exposed to market value risk arising from changes in interest rates on its portfolio of preferred securities. The Company reviews the interest rate sensitivity of these securities and (a) enters into "short positions" in futures contracts on U.S. Treasury securities or (b) holds put options on such futures contracts in order to reduce the impact of certain interest rate changes on such preferred stocks. Specifically, the Company attempts to manage the risk arising from changes in the general level of interest rates. The Company does not transact in futures contracts or put options for speculative purposes. The following table demonstrates the impact of varying interest rate changes based on the holdings of preferred stock and securities, futures and options positions, and market yield and price relationships at March 31, 1999. This table is predicated on an instantaneous change in the general level of interest rates and assumes predictable relationships between the prices of preferred securities holdings, the yields on U.S. Treasury securities, and related futures and options. Interest Rate Changes (In thousands) Market Value at March 31, 1999 Change in Market Preferred Futures and Total Value of Total Securities Options Portfolio Portfolio - -200 basis points $48,367.0 $0.0 $48,367.0 $4,503.2 ("b.p.") - -100 b.p. 45,658.2 30.7 45,688.9 1,825.1 Unchanged 42,612.6 1,489.5 44,102.1 0.0 +100 b.p. 38,973.2 4,707.5 43,680.6 (183.2) +200 b.p. 35,738.7 7,881.8 43,620.6 (243.3) 9

Item 3. Quantitative and Qualitative Disclosures about Market Risk (CONTINUED) The number and type of futures and options contracts entered into depends on, among other items, the specific maturity and issuer redemption provisions for each preferred security held, the slope of the Treasury yield curve, the expected volatility of Treasury yields, and the costs of using futures and/or options. At March 31, 1999 the hedge consisted entirely of put options on the U.S. Treasury Bond futures contract. Commodity Price Changes The Company is exposed to commodity price risk arising from changes in the market price of green coffee. Registrant prices its inventory on the LIFO basis. In the normal course of business, the Company enters into commodity purchase agreements with suppliers, and futures contracts to hedge exposure to inventory price fluctuations. The Company does not transact in futures contracts or put options for speculative purposes. The following table demonstrates the impact of changes in the price of green coffee on inventory and hedge instruments at March 31, 1999. It assumes an immediate change in the price of green coffee, and the demonstrable relationship between the price of green coffee and the valuations of coffee index futures and put options and relevant commodity purchase agreements at March 31, 1999, and does not take into account fluctuations of inventory levels and futures and options activity. Commodity Risk Disclosure (In thousands) March 31, 1999 Market Value of Change in Coffee Cost Coffee Futures Market Change Inventory & Options Total Value - - 10% $13,902,000 $ 44,000 $13,946,000 $127,000 unchanged 13,902,000 (83,000) 13,819,000 - + 10% 13,902,000 (210,000) 13,692,000 ($127,000) At March 31, 1999 the hedge consisted of commodity futures and commodity purchase agreements. PART II OTHER INFORMATION Item 1. Legal proceedings. not applicable. Item 2. Changes in securities. none. Item 3. Defaults upon senior securities. none. Item 4. Submission of matters to a vote of none. security holders. Item 5. Other information. none. 10

PART II OTHER INFORMATION, (CONTINUED) Item 6. Exhibits and reports on Form 8-K. (a) Exhibits. (2) Plan of acquisition, reorganization, arrangement, liquidation or succession. not applicable. (4) Instruments defining the rights of security holders, including indentures. not applicable. (11) Statement re computation of per share earnings. not applicable. (15) Letter re unaudited interim financial information. not applicable. (18) Letter re change in accounting principles. not applicable. (19) Report furnished to security holders. not applicable. (22) Published report regarding matters submitted to vote of security holders. not applicable. (23) Consents of experts and counsel. not applicable. (24) Power of attorney. not applicable. (27) Financial Data Schedule See attached Form EX-27. (99) Additional exhibits. not applicable. (b) Reports on Form 8-K not applicable. 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. Date: May 14, 1999 FARMER BROS. CO. (Registrant) John E. Simmons John E. Simmons Treasurer and Chief Financial Officer 11

  

5 1000 3-MOS JUN-30-1999 MAR-31-1999 19405 109529 20083 520 33847 187366 30486 58413 317816 18201 0 0 0 1855 280497 317816 55207 55207 20054 23009 0 0 0 15265 6106 6106 0 0 0 9159 4.83 4.83