<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                                 Washington, DC

                                    Form 10-Q


             Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                  For the quarterly period ended March 31, 1998


                         Commission file number 0-21018


                            TUFCO TECHNOLOGIES, INC.

             Delaware                                      39-1723477
             --------                                      ----------
   (State of other jurisdiction                       (IRS Employer ID No.)
of incorporation of organization)

                     4800 Simonton Road, Dallas, Texas 75244
                     ---------------------------------------
                    (Address of principal executive offices)

                                  (972)789-1079
                                  -------------

   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 or the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
               Class                                          Outstanding at May 14, 1998
               -----                                          ---------------------------

<S>                                                           <C>      
Common Stock, par value $0.01 per share                                 3,710,726

Non-Voting Common Stock, par value $.01 per share                         709,870
</TABLE>



                                  Page 1 of 13

<PAGE>   2

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                 Number
                                                                                                                 ------

<S>                        <C>                                                                                  <C>
         PART I:           CONDENSED FINANCIAL INFORMATION


         Item 1.           Condensed Financial Statements

                           Condensed Consolidated Balance Sheets as of
                           March 31, 1998 (Unaudited) and September 30, 1997                                       3

                           Condensed Consolidated Statements of Income for the three
                           months and six months ended March 31, 1998 and 1997 (Unaudited)                         4

                           Condensed Consolidated Statements of Cash Flows for the
                           six months ended March 31, 1998 and 1997 (Unaudited)                                    5

                           Notes to Condensed Consolidated Financial Statements                                    6


         Item 2.           Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                                     7


         PART II:          OTHER INFORMATION                                                                      12

         SIGNATURES                                                                                               13
</TABLE>








                                        2
<PAGE>   3

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                         March 31,          September 30,
                                                                                           1998                 1997
                                                                                       ------------         -------------
                                             Assets

<S>                                                                                       <C>                  <C>         
CURRENT ASSETS:
   Cash and cash equivalents .....................................................        $    540,511         $    747,404
   Restricted cash ...............................................................              20,228               60,128
   Accounts receivable, net ......................................................           9,970,504            7,637,121
   Inventories ...................................................................          10,508,099            8,550,888
   Prepaid expenses and other current assets .....................................             404,581              320,109
   Income taxes receivable .......................................................             176,590                 --
   Deferred income taxes .........................................................             419,000              419,000
                                                                                          ------------         ------------

         Total current assets ....................................................          22,039,513           17,734,650


PROPERTY, PLANT AND EQUIPMENT-Net ................................................          17,907,344           16,990,227
GOODWILL-Net .....................................................................          18,170,444           13,732,074
OTHER ASSETS-Net .................................................................             653,113              588,414
                                                                                          ------------         ------------

TOTAL ............................................................................        $ 58,770,414         $ 49,045,365
                                                                                          ============         ============



                                Liabilities and Stockholders' Equity

CURRENT LIABILITIES:
   Current portion of long-term debt .............................................        $  1,816,659         $  1,910,357
   Accounts payable ..............................................................           5,340,562            3,137,177
   Accrued payroll, vacation and payroll taxes ...................................             571,656              824,995
   Other current liabilities .....................................................             971,538              987,290
   Income taxes payable ..........................................................                --                649,570
                                                                                          ------------         ------------

         Total current liabilities ...............................................           8,700,415            7,509,389

LONG-TERM DEBT - Less current portion ............................................          15,979,008            8,587,999
DEFERRED INCOME TAXES ............................................................           1,580,000            1,580,000


STOCKHOLDERS' EQUITY
   Voting Common Stock; $.01 par value; 9,000,000 shares authorized;
       3,786,223 and 3,733,830 shares issued, respectively .......................              37,862               37,338
   Nonvoting Common Stock; $.01 par value; 2,000,000 shares authorized;
       709,870 shares issued and outstanding .....................................               7,099                7,099
   Additional paid-in capital ....................................................          23,961,301           23,539,420
   Retained earnings .............................................................           9,115,257            8,548,543
   Treasury stock at cost, 75,497 and 59,804 voting common shares, respectively...            (510,333)            (349,371)
   Stock purchase plan notes .....................................................            (100,195)            (415,052)
                                                                                          ------------         ------------

        Total stockholders' equity ...............................................          32,510,991           31,367,977
                                                                                          ------------         ------------
   TOTAL .........................................................................        $ 58,770,414         $ 49,045,365
                                                                                          ============         ============
</TABLE>


            See notes to condensed consolidated financial statements.



                                        3

<PAGE>   4

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                             March 31,                          March 31,
                                                  ------------------------------      ------------------------------
                                                       1998             1997              1998              1997
                                                       ----             ----              ----              ----

<S>                                               <C>                 <C>             <C>                 <C>       
NET SALES ...................................     $ 19,006,312        15,031,841      $ 35,696,528        30,728,564

COST OF SALES ...............................       16,434,185        12,239,813        30,454,463        24,934,158
                                                  ------------      ------------      ------------      ------------

GROSS PROFIT ................................        2,572,127         2,792,028         5,242,065         5,794,406

OPERATING EXPENSES:

Selling, general and administrative
     ........................................        1,657,029         1,694,242         3,360,080         3,329,845

Amortization and other post-
   acquisition expenses .....................          263,148           213,816           468,720           391,714
                                                  ------------      ------------      ------------      ------------

OPERATING INCOME ............................          651,950           883,970         1,413,265         2,072,847

OTHER INCOME (EXPENSE):

   Interest expense .........................         (294,982)         (213,040)         (517,729)         (436,167)

   Interest and other income ................            1,466            81,525            16,050            94,954
                                                  ------------      ------------      ------------      ------------

INCOME BEFORE INCOME TAXES ..................          358,434           752,455           911,586         1,731,634

INCOME TAX EXPENSE ..........................          124,028           305,421           344,872           688,649
                                                  ------------      ------------      ------------      ------------

NET INCOME ..................................     $    234,406      $    447,034      $    566,714      $  1,042,985
                                                  ============      ============      ============      ============

EARNINGS PER SHARE:
    Basic ...................................     $       0.05      $       0.10      $       0.13      $       0.24
    Diluted .................................     $       0.05      $       0.10      $       0.12      $       0.23

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
    Basic ...................................        4,420,596         4,387,024         4,414,865         4,384,225
    Diluted .................................        4,542,690         4,434,815         4,553,461         4,438,817
</TABLE>



            See notes to condensed consolidated financial statements.

                                        4

<PAGE>   5

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED
                                                                                     March 31,
                                                                           ----------------------------
                                                                                1998            1997
                                                                                ----            ----

<S>                                                                        <C>              <C>        
OPERATING ACTIVITIES
Net Income ...........................................................     $   566,714      $ 1,042,985
   Noncash items net income:

      Depreciation and amortization ..................................       1,145,103        1,139,535
      Deferred income taxes ..........................................            --               --
      Increase (decrease) in allowance for doubtful accounts .........          (2,246)          20,640
      Gain on disposition of property and equipment ..................            (473)        (100,567)
   Changes in operating working capital:
        Accounts receivable ..........................................      (1,214,986)       1,348,705
        Inventories ..................................................      (1,127,025)        (905,461)
        Prepaid expenses and other assets ............................        (112,205)        (234,133)
        Accounts payable .............................................       1,244,286          630,259
        Accrued and other current liabilities ........................        (472,818)      (1,022,414)
        Income taxes payable .........................................        (874,829)        (626,685)
                                                                           -----------      -----------

   Net cash provided by (used in) operations .........................        (848,479)       1,292,864

INVESTING ACTIVITIES
   Additions to property, plant and equipment ........................      (1,766,327)        (665,770)
   Proceeds from disposition of property, plant and equipment ........           5,513          128,800
   Increase in other assets ..........................................         (11,111)         (16,811)
   Acquisition of Foremost Manufacturing, Inc. .......................      (5,500,000)            --
   Decrease in restricted cash .......................................          39,900             --
                                                                           -----------      -----------

   Net cash used in investing activities .............................      (7,232,025)        (553,781)

FINANCING ACTIVITIES
   Repayment of long-term debt .......................................        (945,347)        (861,057)
   Proceeds from issuance of notes payable ...........................       8,242,658             --
   Decrease in stock purchase plan notes .............................         314,857           39,998
   Purchase of treasury stock ........................................        (160,962)         (85,099)
   Net proceeds from issuance of common stock ........................         422,405           17,743
                                                                           -----------      -----------

   Net cash provided by (used in) financing activities ...............       7,873,611         (888,415)
                                                                           -----------      -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS ............................        (206,893)        (149,332)
CASH AND CASH EQUIVALENTS:
 Beginning of period .................................................         747,404          844,615
                                                                           -----------      -----------
 End of period .......................................................     $   540,511      $   695,283
                                                                           ===========      ===========
</TABLE>



            See notes to condensed consolidated financial statements.



                                        5

<PAGE>   6

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997


1.       INTERIM FINANCIAL STATEMENTS

         The unaudited interim financial statements have been prepared in
         accordance with generally accepted accounting principles for interim
         financial information and Rule 10-01 of Regulation S-X. In the opinion
         of management, all adjustments (consisting of normal recurring
         adjustments) considered necessary for a fair presentation have been
         included. Some adjustments involve estimates which may require revision
         in subsequent interim periods or at year end. The unaudited financial
         statements and footnotes should be read in conjunction with the
         Company's financial statements for the year ended September 30, 1997
         that are included in Form 10-K that was filed with the Securities and
         Exchange Commission on December 23, 1997. Operating results for the six
         month period are not necessarily indicative of results expected for the
         remainder of the year.

2.       INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                 March 31,     September 30,
                                                   1998            1997
                                               ------------    -------------

<S>                                            <C>              <C>         
               Raw materials .............     $  5,827,480     $  4,711,780
               Finished products .........        4,680,619        3,839,108
                                               ------------     ------------

               Total .....................     $ 10,508,099     $  8,550,888
                                               ============     ============
</TABLE>

3.       ACQUISITION OF FOREMOST MANUFACTURING, INC.:

         On November 13, 1997, the Company purchased all of the outstanding
         stock of Foremost Manufacturing, Inc. (Foremost) for $5.25 million in
         cash and $0.25 million in the Company's common stock (25,907 shares).
         Goodwill of $4.7 million was recorded as a result of the acquisition.
         The results of operation for Foremost have been included since the date
         of acquisition.









                                        6



<PAGE>   7

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


GENERAL INFORMATION:

         Tufco Technologies, Inc. (formerly Tufco Holding Company, the
         "Company") was organized in 1992 to acquire Tufco Industries, Inc.
         (located in Green Bay, WI) which was incorporated in Wisconsin in 1974.
         Executive Converting Corporation (located in Dallas, TX) was acquired
         in 1994. Hamco, Industries, Inc. (located in Newton, NC) was acquired
         in 1995. Foremost Manufacturing, Inc. (located in St. Louis, Missouri)
         was acquired November 13, 1997.

         The Company, through its wholly owned subsidiaries, manufactures and
         distributes business imaging paper products and Away-From-Home towels
         and wipes, provides diversified custom converting and specialty
         printing services, and distributes paint sundry products used in home
         improvement projects.

         The Company normally operates at lower operating levels during the
         first and second quarters of its fiscal year which ends September 30.
         This occurs because of the seasonal demand for certain printed products
         displaying a holiday theme as well as products which are used by
         customers in conjunction with end-of-year activities. These products
         are normally shipped during the Company's third and fourth fiscal
         quarters. Demand for its paint sundry products is generally lower
         during the first and second fiscal quarters as cold weather restricts
         the amount of new construction and remodeling projects that require the
         Company's products.











                                        7

<PAGE>   8

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED

RESULTS OF OPERATIONS:

CONDENSED OPERATING DATA, PERCENTAGES OF NET SALES AND YEAR-TO-YEAR CHANGES IN
THESE ITEMS ARE AS FOLLOWS:
($000s)

<TABLE>
<CAPTION>
                            Three Months Ended                                        Six Months Ended           
                                March 31,                   Period-to-Period               March 31,             Period-to-Period
                        --------------------------                Change            ----------------------              Change
                           1998            1997                $         %             1998         1997            $          %
                        ----------      ----------          ------    ------        ---------     --------       -------    -------

<S>                     <C>             <C>                 <C>        <C>           <C>         <C>             <C>           <C>
Net Sales                $19,006         $15,032             3974       26            $35,697     $30,729         4968          16
                                                                                                                                  
Gross Profit               2,572           2,792             -220       -8              5,242       5,794         -552         -10
                            13.5%           18.6%                                        14.7%       18.9%                        
                                                                                                                                  
Operating Expenses         1,920           1,908               12        1              3,829       3,722          107           3
                            10.1%           12.7%                                        10.7%       12.1%                        
                                                                                                                                  
Operating Income             652             884             -232      -26              1,413       2,073         -660         -32
                             3.4%            5.9%                                         4.0%        6.7%                        
                                                                                                                                  
Interest Expense             295             213               82       38                518         436           82          19
                             1.6%            1.4%                                         1.5%        1.4%                        
                                                                                                                                  
Net Income               $   234         $   447             -213      -48                567       1,043         -476         -46
                             1.2%            3.0%                                         1.6%        3.4%
</TABLE>

ANALYSIS OF NET SALES, PERCENTAGES OF TOTAL NET SALES, AND YEAR-TO-YEAR CHANGES
IN THE COMPANY'S PRIMARY MARKET SECTORS ARE AS FOLLOWS:
($000s)

<TABLE>
<CAPTION>
                            Three Months Ended                                        Six Months Ended           
                                March 31,                   Period-to-Period               March 31,             Period-to-Period
                        --------------------------                Change            ----------------------              Change
                           1998            1997                $         %             1998         1997            $          %
                        ----------      ----------          ------    ------        ---------     --------       -------    -------

<S>                     <C>             <C>                 <C>        <C>           <C>         <C>             <C>           <C>
Business Imaging
Products                  $ 8,393         $ 8,056             337         4           16,149       6,159            -10         0 
                               44%             54%                                        45%         53%            
                                                                                                                                  
Custom Converting                                                                                                                 
& Specialty                                                                                                                       
Printing                  $ 4,178           4,065             113         3            8,085       9,123          -1038       -11 
                               22%             27%                                        23%         30%            
Paint Sundry                                                                                                                      
Products                  $ 4,585           2,359           2,226        94            8,332       4,250          4,082        96 
                               24%             16%                                        23%         14%            
Away-From-Home                                                                                                                    
Products                  $ 1,850             552           1,298       235            3,131       1,197          1,934       162 
                               10%              4%                                         9%          4%            
                                                                                                                                  
Total Net Sales           $19,006         $15,032           3,974        26           35,697       0,729          4,968        16 
</TABLE>



                                        8

<PAGE>   9

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED

ACQUISITION OF FOREMOST MANUFACTURING, INC.:

The $5.25 million interim loan matures on May 15, 1998; the Company is in the
process of changing its banking relationship and has received a commitment from
its new lender to refinance this loan at that time. Foremost manufactures and
distributes products similar to those produced and distributed by the Company in
its Paint Sundries market sector.

NET SALES:

Net sales increased $4.0 million (26%) and $5.0 million (16%) for the three and
six month periods, primarily due to the additive impact of Foremost which
generated net sales of $2.3 million and $3.7 million for the respective three
and six month periods. Adjusted for this impact, sales increased $1.7 million
(10%) and $1.3 million (4%) for the three and six month periods. The
Away-From-Home market sector was primarily responsible for the increase in net
sales, posting increases of $1.3 million (235%) and $1.9 million (162%) for the
three and six month periods. For the three month period, the Company's Business
Imaging and Custom Converting sectors showed moderate increases in net sales at
$0.3 million (4%) and $0.1 million (3%) respectively. For the six-month period,
Business Imaging sales are relatively flat versus one year ago. The Business
Imaging market has become increasingly competitive in recent months, with many
of the Company's competitors offering deep discounts off established prices.
Tufco has responded to these competitive intrusions with reduced prices and
rebate programs in certain situations. Tufco will continue to offer competitive
prices to its Business Imaging customers in order to maintain its market share
which may result in diminished profits in future periods. Custom Converting
sales were down $1.0 million (-11%) for the six months due to the non-renewal of
tissue converting contracts in the first quarter of fiscal 1998.

GROSS PROFIT:

Gross profit declined $0.2 million (8%) and $0.5 million (10%) for the three and
six month periods. The Business Imaging Sector has reduced its selling prices in
an effort to battle prices offered by competitors. The result has been sharp
reductions in margin from the same three and six month periods from one year
ago. In order to support reduced pricing and attempt to increase gross profit in
this, sector management will attempt to renegotiate material supply agreements
and decrease labor costs through capital investment. However, management cannot
guarantee short-term improvement if market prices remain at current levels. In
addition, the non-renewal of contract converting services during the first
fiscal quarter resulted in lower margins for the Custom Converting sector.
Finally, the sales growth in the Away-From-Home sector has been achieved at low
margins due to the high cost of labor, materials and freight associated with the
start-up in this sector. As sales grow, management will attempt to use the
increased volume to negotiate improved pricing on base tissue. Additionally, the
Company has already begun relocating production assets to its facilities in the
Southeast and Southwest in an effort to reduce labor cost and freight.
Management believes that these changes, along with continued sales growth, will
ultimately improve the profitability of this sector; however, management cannot
rule out continued competitive pressures on gross profit margins in the near
term.





                                        9

<PAGE>   10

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED

OPERATING EXPENSES:

Operating expenses increased only $12,000 (1%) and $107,000 (3%) for the three
and six month periods. Adjusted for the additive effect of the Foremost
acquisition, operating costs are actually down $190,000 for the quarter and down
$250,000 for the six months. The primary cause for the decrease is lower
administrative and sales compensation expense.

OPERATING INCOME:

Operating income declined $0.2 million (26%) and $0.7 million (32%) for the
three and six month periods due to reduced selling prices and corresponding
lower gross profit in the Business Imaging market sector resulting from market
competition. Additionally, the loss of contract custom converting service
revenue contributed to lower gross profit for the six-month period. Operating
income for Foremost since the date of acquisition has been $0.2 million.

INTEREST EXPENSE:

Interest expense increased $82,000 for the three and six month periods. Interest
expense associated with the debt incurred in the Foremost acquisition was
$112,000 for the second fiscal quarter and $167,000 year to date. Adjusted for
this, interest expense was down $30,000 and $85,000 for the three and six-month
periods due to reduced average borrowings.

NET INCOME AND EARNINGS PER SHARE:

For the three and six month periods, net income declined $0.2 million (48%) and
$0.5 million (46%) respectively. Earnings per share decreased correspondingly,
down $0.05 and $0.11 for the three and six month periods. The primary causes for
the decline were lower selling prices and gross profit from the sale of Business
Imaging products and lower sales of contract converting services.

LIQUIDITY AND CAPITAL RESOURCES:

For the six months ended March 31, 1998, the Company used $0.8 million to fund
operating activities. The use of cash was principally a timing issue surrounding
the collection of accounts receivable. Due to turnover in personnel coupled with
the conversion of the Company's accounting information system at March 1, 1998,
routine collection efforts were less rigorously enforced. As a result the
balance of accounts receivable is unusually high at March 31. Normal collection
efforts have been restored, and management believes that the excess receivable
balance will be rapidly collected.

Net cash used in investing activities was $7.2 million and was primarily
associated with the acquisition of Foremost ($5.5 million) and the purchase of
production equipment ($1.8 million).

Net cash provided by financing activities was $7.9 million for the six-month
period. The Company borrowed $5.25 million and issued $0.25 million in the
Company's common stock to finance the acquisition of Foremost. In addition, the
Company borrowed funds under its working capital line of credit to facilitate
the purchase of capital equipment.

In April of 1998, the Company reached an agreement with Chase Bank of Texas
whereby Chase would become the Company's primary lender, replacing Bank One,
Wisconsin. The Company anticipates completing the refinancing on or before May
31, 1998. The Agreement will facilitate the



                                       10

<PAGE>   11

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):

refinancing of approximately $10.7 million of the Company's term debt with
repayment over seven years, and replacing the Company's working capital line of
credit with a $7 million line. Management anticipates that the new agreement,
coupled with cash flow from operations, will be sufficient to fund the Company's
operations for the foreseeable future.

As of May 6, 1998, the Company had approximately $1.7 million available under
its revolving credit line with Bank One and will have approximately $2.0 million
available under its new line at Chase.

The Company intends to retain earnings to finance future operations and
expansion and does not expect to pay any dividends within the foreseeable
future. In addition, the Company's primary lender must approve the payment of
any dividends.

FORWARD LOOKING STATEMENTS:

Management's discussion of the Company's 1998 quarterly periods in comparison to
1997, contains forward-looking statements regarding current expectations, risks
and uncertainties for future periods. The actual results could differ materially
from those discussed here. As well as those factors discussed in this report,
other factors that could cause or contribute to such differences include, among
other items, significant changes in the cost of base paper stock, competition in
the Company's product areas, or an inability of management to successfully
reduce operating expenses in relation to net sales without damaging the
long-term direction of the Company. Therefore, the condensed financial data for
the periods presented may not be indicative of the Company's future financial
condition or results of operations.









                                       11

<PAGE>   12

                           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 SECURITY HOLDERS

None.

ITEM 5.           OTHER INFORMATION

None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

None.











                                       12

<PAGE>   13

                                   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.



                                            TUFCO TECHNOLOGIES, INC.





Date:         May 14, 1998         /s/ Louis LeCalsey, III   
                                   --------------------------------------------
                                   Louis LeCalsey, III
                                   Chief Executive Officer





Date:         May 14, 1998         /s/ Greg Wilemon
                                   --------------------------------------------
                                   Greg Wilemon
                                   Chief Financial Officer/Chief Operating 
                                   Officer, Secretary, Treasurer and Vice 
                                   President - Finance













                                       13

<PAGE>   14

                               INDEX TO EXHIBITS




<TABLE>
<CAPTION>
EXHIBIT
NUMBER                          DESCRIPTION
-------                         -----------
<S>                        <C>
  27                       Financial Data Schedule
</TABLE>