<PAGE>   1


                       Securities and Exchange Commission

                              Washington, DC 20549

                                   Form 10-Q

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

                  For the Quarterly Period Ended June 30, 1998
                                       or
          ( )Transition Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                  For the Transition Period From _____To _____

                       Commission File Number: 000-21621

                                  KEVCO, INC.

             (Exact name of registrant as specified in its charter)


            Texas                                           75-2666013
            -----                                           ----------
(State or other jurisdiction of                        (IRS Employer ID No.)
 incorporation or organization)

      University Centre I
   1300 S. University Drive
          Suite 200
      Fort Worth, Texas
      -----------------                                         76107     
    (Address of principal                                       -----
      executive offices)                                      (Zip Code)

                                                   

                                 (817-332-2758)
                              -------------------
              (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 for each of the issuer's classes or
common stock, as of the latest practicable date.

Common Stock, par value $.01 per share                 6,851,439 shares
--------------------------------------                 ----------------
              (Class)                         (Outstanding as of August 6, 1998)






<PAGE>   2

                                   KEVCO, INC.
                               INDEX TO FORM 10-Q


PART  I - FINANCIAL INFORMATION

ITEM  1 - Financial Statements

<TABLE>


<S>                                                                                           <C>
Consolidated Balance Sheets as of June 30, 1998 (unaudited)
   and December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

Consolidated Statements of Income for the three-month and six-month
   periods ended June 30, 1998 and 1997 (unaudited)   . . . .  . . . . . . . . . . . . . . .  4

Consolidated Statements of Cash Flows for the six-month
   periods ended June 30, 1998 and 1997 (unaudited)  . . . . . . . . . . . . . . . . . . . .  5

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .  6

ITEM 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

PART II - OTHER INFORMATION

ITEM 6 - Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . .  14

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

Exhibit index  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
</TABLE>







                                       2
<PAGE>   3













                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                   KEVCO, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                               June 30,            December 31,
                                                                                 1998                 1997
                                                                              -----------          ------------
                                  ASSETS
<S>                                                                             <C>                  <C>      
Current assets:
  Cash and cash equivalents                                                     $     218            $     271
  Trade accounts receivable, less allowance for doubtful
        accounts of $615 and $641 in 1998 and 1997, respectively                   59,215               41,006
  Inventories, less reserve for obsolete inventory of $2,568
        and $2,692 in 1998 and 1997, respectively                                  94,752               83,540
  Assets held for sale                                                                 28                3,032
  Other current assets                                                              4,497                4,981
                                                                                ---------            ---------    
       Total current assets                                                       158,710              132,830
Property and equipment, net                                                        45,272               42,442
Intangible assets, net                                                            118,937              120,190
Deferred tax asset                                                                  4,339                4,339
Other assets                                                                        8,935                8,393
                                                                                ---------            ---------    
       Total assets                                                             $ 336,193            $ 308,194
                                                                                =========            =========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                                               $ 4,459              $ 2,932
  Trade accounts payable                                                           64,303               47,007
  Accrued liabilities                                                              14,121               24,496
  Other current liabilities                                                         2,011                  950
                                                                                ---------            ---------    
       Total current liabilities                                                   84,894               75,385
Long-term debt, less current portion                                              204,393              191,288
Deferred compensation obligation                                                      728                  874
                                                                                ---------            ---------    
       Total liabilities                                                          290,015              267,547
                                                                                ---------            ---------    

Stockholders' equity:
  Common stock, $.01 par value; 100,000 shares authorized; 6,848 and
       6,828  shares issued and outstanding in 1998 and 1997, respectively             68                   68
  Additional paid-in capital                                                       33,236               33,020
  Retained earnings                                                                12,874                7,559
                                                                                ---------            ---------    
       Total stockholders' equity                                                  46,178               40,647
                                                                                ---------            ---------    
       Total liabilities and stockholders' equity                               $ 336,193            $ 308,194
                                                                                =========            =========

</TABLE>

          See accompanying notes to consolidated financial statements.





                                       3
<PAGE>   4

                                   KEVCO, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                    Three Months Ended        Six Months Ended
                                                  ----------------------   ----------------------
                                                         June 30,                  June 30,
                                                  ----------------------   ----------------------
                                                     1998        1997         1998         1997
                                                  ---------   ----------    --------     --------
<S>                                               <C>          <C>          <C>          <C>     
Net sales                                         $231,967     $101,305     $444,018     $173,404
Cost of sales                                      200,016       87,434      383,124      149,410
                                                  --------     --------     --------     --------
     Gross profit                                   31,951       13,871       60,894       23,994
Commission income                                    1,846        1,628        3,700        2,907
                                                  --------     --------     --------     --------
                                                    33,797       15,499       64,594       26,901
Selling, general and administrative expenses        22,968       10,097       44,836       17,778
                                                  --------     --------     --------     --------
     Operating income                               10,829        5,402       19,758        9,123
Interest expense                                     5,138          968       10,206        1,496
                                                  --------     --------     --------     --------
     Income before income taxes                      5,691        4,434        9,552        7,627
Income taxes                                         2,504        1,773        4,237        3,050
                                                  --------     --------     --------     --------
     Net income                                   $  3,187     $  2,661     $  5,315     $  4,577
                                                  ========     ========     ========     ========

Earnings per share - basic                        $   0.47     $   0.39     $   0.78     $   0.67
                                                  ========     ========     ========     ========
Earnings per share - diluted                      $   0.46     $   0.39     $   0.76     $   0.66
                                                  ========     ========     ========     ========
Weighted average shares outstanding - basic          6,843        6,809        6,837        6,809
                                                  ========     ========     ========     ========
Weighted average shares outstanding - diluted        6,957        6,910        6,953        6,927
                                                  ========     ========     ========     ========
</TABLE>



          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5



                                   KEVCO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                            Six Months Ended June 30,
                                                           --------------------------
                                                              1998            1997
                                                           ---------       ----------
Cash flows from operating activities:
<S>                                                         <C>           <C>     
    Net income                                              $  5,315      $  4,577
    Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation and amortization                           3,983         1,386
       Gain on sale of assets
       Deferred compensation obligation                         (146)           76
       Changes in assets and liabilities                     (21,751)       (3,221)
                                                            --------      --------
       Net cash provided (used) by operating activities      (12,599)        2,818
Cash flows from investing activities:
    Acquisitions of businesses, net of cash acquired            --         (32,498)
    Purchase of equipment                                     (5,679)         (747)
    Proceeds from sale of assets                                 709           813
    Proceeds from assets held for sale                         2,968          --
    Decrease in other assets                                    (227)         (394)
                                                            --------      --------
       Net cash used by investing activities                  (2,229)      (32,826)
Cash flows from financing activities:
    Proceeds (payments) on line of credit, net                 7,418        (1,771)
    Proceeds from long-term debt                              10,000        30,000
    Payments of long-term debt                                (2,786)         (219)
    Stock options exercised                                      216          --
    Other                                                        (73)         --
                                                            --------      --------
       Net cash provided by financing activities              14,775        28,010
                                                            --------      --------
Net decrease in cash and cash equivalents                        (53)       (1,998)
Beginning cash and cash equivalents                              271         2,078
                                                            --------      --------
Ending cash and cash equivalents                            $    218      $     80
                                                            ========      ========
</TABLE>

          See accompanying notes to consolidated financial statements.




                                       5
<PAGE>   6


                                   KEVCO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.  ACCOUNTING POLICIES AND BASIS OF PRESENTATION

         The Annual Report on Form 10-K for the year ended December 31, 1997,
for Kevco, Inc. includes a summary of significant accounting policies and should
be read in conjunction with this Form 10-Q. The accompanying consolidated
financial statements of Kevco, Inc. and its wholly-owned subsidiaries ("Kevco"
or the "Company") have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"). Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles ("GAAP") for complete financial statements. All significant
intercompany transactions and accounts have been eliminated.

         In the opinion of management, the consolidated financial statements
contain all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair statement of the balance sheets as of June 30,
1998 and December 31, 1997, the statements of income for the three-month and
six-month periods ended June 30, 1998 and 1997 and the statements of cash flows
for the six-month periods ended June 30, 1998 and 1997. The results of
operations for the three-month and six-month periods ended June 30, 1998 are not
necessarily indicative of the results of operations for the entire fiscal year
ending December 31, 1998.

2.  ACQUISITIONS

         In December 1997, the Company acquired Shelter Components Corporation
(the "Shelter Acquisition") and the inventory and certain distribution rights
from Shepherd Products Company (the "Shepherd Acquisition"), for total purchase
prices approximating $144.8 million and $8.0 million, respectively. The
acquisitions were made utilizing borrowings under the Company's amended and
restated credit facility and, in the case of the Shelter Acquisition, net
proceeds from the issuance of $105 million of 10 3/8% senior subordinated notes
due 2007. Each of the acquisitions was accounted for as a purchase and the
results of operations of the acquired companies were included in the
consolidated results of operations of the Company from their respective
acquisition dates. As a result of such acquisitions, approximately $87.6 million
of goodwill was recorded by the Company, which reflects the adjustments
necessary to allocate the individual purchase prices to the fair value of assets
acquired, liabilities assumed and additional purchase liabilities recorded.
Additional purchase liabilities included approximately $1.2 million for
severance and related costs associated primarily with the elimination of certain
administrative and corporate positions recorded in connection with the Shelter
Acquisition in December, $0.8 million of which is outstanding at June 30, 1998.
The Company expects to complete its termination of employees during 1998.





                                       6
<PAGE>   7




                                   KEVCO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


3.     INVENTORIES

         Inventories are comprised of the following (in thousands):

<TABLE>
<CAPTION>

                                     June 30,                December 31,
                                       1998                     1997
                                   ------------             ------------
<S>                                <C>                      <C>         
Raw materials                      $     24,479             $     17,006
Work-in process                           1,431                    1,317
Finished goods                            7,271                    3,760
Goods held for resale                    61,571                   61,457
                                   ------------             ------------
                                   $     94,752             $     83,540
                                   ============             ============
</TABLE>



4.     CREDIT AGREEMENT

         In December 1997, Kevco and its lender entered into the second amended
and restated credit agreement, which was subsequently amended on February 12,
1998 (the "Credit Agreement") at closing of the Shelter Acquisition (see Note 2)
to allow for aggregate senior borrowings of up to $125 million comprised of a
revolving credit facility of $45 million and a term loan facility of $80
million. The revolving credit facility and $40 million of the term loan facility
mature in 2003 with the remaining term loan facility maturing in 2004. The term
loan and revolving credit facilities are collateralized by substantially all of
the assets of the Company and its subsidiaries as well as the capital stock of
such subsidiaries.

         In addition to funds available under the Credit Agreement, the Company
issued $105 million of 10 3/8% senior subordinated notes due 2007 (the "Notes")
under the indenture dated as of December 1, 1997, as supplemented (the
"Indenture"), to complete the acquisition of Shelter. Interest is payable on
June 1 and December 1 of each year commencing June 1, 1998. The Notes are
redeemable, in whole or in part, at the option of the Company, at any time on or
after December 1, 2002, at the redemption prices set forth in the Indenture. In
addition, at any time on or before December 1, 2000, the Company may redeem up
to 35% of the original aggregate principal amount of the Notes with the net
proceeds of a public equity offering at a redemption price equal to 110.375% of
the principal amount thereof, plus accrued and unpaid interest and liquidated
damages, if any, thereon to the date of redemption.

         The Credit Agreement and Indenture contain certain restrictions and
conditions that include cash flow and various financial ratio requirements, and
limitations on incurrence of debt or liens, acquisitions of property and
equipment, distributions to stockholders and certain events constituting a
Change of Control (as defined in the agreements).






                                       7
<PAGE>   8





                                   KEVCO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



5.     EARNINGS PER SHARE

         Basic earnings per share excludes dilution, and diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised and converted into common stock.
The reconciliation between basic and diluted weighted average shares
outstanding, follows:




<TABLE>
<CAPTION>

                                                 Three Months Ended          Six Months Ended
                                                      June 30,                    June 30,
                                                1998          1997          1998          1997
                                            -------------  -----------   ------------  -----------
                                                   (in thousands)              (in thousands)
<S>                                                <C>          <C>            <C>          <C>  
Weighted average shares - basic                    6,843        6,809          6,837        6,809
Plus shares applicable to stock
  option plans                                       114          101            116          118
                                            =============  ===========   ============  ===========
Weighted average shares - diluted                  6,957        6,910          6,953        6,927
                                            =============  ===========   ============  ===========
</TABLE>











                                       8
<PAGE>   9



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GENERAL

         The following discussion includes the operations of Kevco for each of
the periods discussed. This discussion and analysis should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.

         The Company recognizes revenues from product sales at the time of
shipment (or the time of product receipt, in the case of direct shipments from
suppliers to customers). In some cases the Company sells on a commission basis.
Commissions are recognized when earned and represent amounts earned in selling,
warehousing and delivering products for certain manufacturers of building
products with whom the Company has distribution agreements. Commission
arrangements do not require inventory investments or receivable financing, and
therefore are significantly less expensive to the Company than traditional
sales. To the extent the volume of items warehoused and shipped under commission
arrangements increases faster or slower than the volume of items related to
traditional sales, changes in net sales may not be representative of actual
increases or decreases in shipment volume.

ACQUISITIONS

         Effective December 1, 1997, the Company acquired approximately 95.5% of
the common stock of Shelter through a tender offer for a purchase price of
$17.50 per share of common stock of Shelter; the Company acquired the remaining
untendered shares through a subsequent merger for a like price. The Shelter
Acquisition was accounted for as a purchase and, accordingly, the operating
results have been included in the operating results of the Company since
December 1, 1997. As a result of the Shelter Acquisition, approximately $81.6
million of goodwill was recorded by the Company, which reflects the acquisition
costs in excess of the fair value of net assets acquired. On June 27, 1997,
prior to the acquisition of Shelter by Kevco, Shelter acquired the net assets of
Plastic Solutions, Inc., a manufacturer of injection molded plastic parts, for
approximately $0.9 million in cash and $3.5 million in notes payable to the
sellers.

         On December 12, 1997, the Company consummated the acquisition of the
inventory and certain distribution rights of certain building products
distributed by the manufactured housing and recreational vehicle division of
Shepherd Products Company for a cash purchase price of $6.0 million, with an
additional $2.0 million payable over a five year period following the
acquisition and an additional $2.0 million payable over a period of up to seven
years upon the satisfaction of certain conditions.






                                       9
<PAGE>   10




RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, certain
Consolidated Statements of Income data as a percentage of the Company's net
sales.



<TABLE>
<CAPTION>


                                    Three Months Ended  Six Months Ended
                                         June 30,           June 30,
                                    ----------------   -----------------
                                     1998      1997      1998     1997
                                    ------    ------    ------    -----
<S>                                 <C>       <C>       <C>       <C>   
Net sales                           100.0%    100.0%    100.0%    100.0%
Cost of sales                        86.2      86.3      86.3      86.2
                                    -----     -----     -----     -----
     Gross profit                    13.8      13.7      13.7      13.8
Commission income                     0.8       1.6       0.8       1.7
                                    -----     -----     -----     -----
                                     14.6      15.3      14.5      15.5
Selling, general and
     administrative expenses          9.9      10.0      10.1      10.3
                                    -----     -----     -----     -----
     Operating income                 4.7       5.3       4.4       5.2
Interest expense, net                 2.2       0.9       2.3       0.8
                                    -----     -----     -----     -----
     Income before income taxes       2.5%      4.4%      2.1%      4.4%
                                    =====     =====     =====     =====

</TABLE>

COMPARISON OF THREE MONTHS ENDED JUNE 30, 1998 AND 1997

         Net sales increased by $130.7 million, or 129.0%, to $232.0 million for
the three month period ended June 30, 1998 from $101.3 million for the
comparable 1997 period. The net sales increase primarily resulted from the
effect of the Shelter Acquisition in December 1997.

         Gross profit increased by $18.1 million, or 130.2%, to $32.0 million
for the three month period ended June 30, 1998 from $13.9 million for the
comparable 1997 period due primarily to the Shelter Acquisition. Gross profit,
as a percent of net sales, increased to 13.8% for the three month period ended
June 30, 1998 from 13.7% for the comparable 1997 period. The slight increase in
gross profit, as a percent of net sales, was related primarily to the effect of
high margin manufacturing operations acquired through the Shelter Acquisition,
offset by wood products margins which, affected by lower than historical lumber
prices, continued to be lower than historical levels and start-up costs related
to the opening of two wood products plants in Arizona and North Carolina (such
wood products represent approximately 19% of net sales).

         Selling, general and administrative expenses increased by $12.9
million, or 127.7%, to $23.0 million for the three month period ended June 30,
1998 from $10.1 million for the comparable 1997 period. The increase was
primarily due to increased sales volume related to the Shelter Acquisition.
Selling, general and administrative expenses, as a percent of net sales,
decreased to 9.9% for 1998 from 10.0% for the comparable 1997 period primarily
reflecting economies of scale and cost synergies from the Shelter Acquisition.

         Interest expense increased by $4.1 million to $5.1 million for the
three months ended June 30, 1998 from $1.0 million for the comparable 1997
period principally due to borrowings related to the acquisitions of Shelter and
Shepherd.



                                       10
<PAGE>   11


         Net income increased by $0.5 million, or 18.5%, to $3.2 million for the
three months ended June 30, 1998 from $2.7 million for the comparable 1997
period. The increase is attributable primarily to increased sales volume due to
the Shelter Acquisition offset by increased interest expense as described above.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND 1997

         Net sales increased by $270.6 million, or 156.0%, to $444.0 million for
the six month period ended June 30, 1998 from $173.4 million for the comparable
1997 period. The net sales increase primarily resulted from the effect of the
Shelter Acquisition in December 1997 as well as a reported manufactured housing
shipment increase of 3.4% from January through May 1998, as compared to the
prior period. Sales to the manufactured housing industry represented
approximately 80% of net sales for the six months ended June 30, 1998.

         Gross profit increased by $36.9 million, or 153.8%, to $60.9 million
for the six month period ended June 30, 1998 from $24.0 million for the
comparable 1997 period due primarily to the Shelter Acquisition. Gross profit,
as a percent of net sales, decreased to 13.7% for the six month period ended
June 30, 1998 from 13.8% for the comparable 1997 period. The slight decrease in
gross profit, as a percent of net sales, was related primarily to the fact that
wood products margins, affected by lower than historical lumber prices,
continued to be lower than historical levels, to start-up costs related to the
opening of two wood products plants in Arizona and North Carolina (such wood
products represent approximately 18% of year to date net sales) and to some
initial margin pressure in the first quarter of 1998 related to the Shelter
Acquisition, offset by the effect of high margin manufacturing operations
acquired through the Shelter Acquisition.

         Selling, general and administrative expenses increased by $27.0
million, or 151.7%, to $44.8 million for the six month period ended June 30,
1998 from $17.8 million for the comparable 1997 period. The increase was
primarily due to increased sales volume related to the Shelter Acquisition.
Selling, general and administrative expenses, as a percent of net sales,
decreased to 10.1% for 1998 from 10.3% for the comparable 1997 period primarily
reflecting economies of scale and cost synergies from the Shelter Acquisition.

         Interest expense increased by $8.7 million to $10.2 million for the six
months ended June 30, 1998 from $1.5 million for the comparable 1997 period
principally due to borrowings related to the acquisitions of Shelter and
Shepherd.

         Net income increased by $0.7 million, or 15.2%, to $5.3 million for the
six months ended June 30, 1998 from $4.6 million for the comparable 1997 period.
The increase is due primarily to increased sales volume due to the Shelter
Acquisition offset by increased interest expense as described above.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's growth has been financed through cash flow from
operations, borrowings under its bank credit facilities, proceeds from the
November 1996 initial public offering, proceeds from the issuance of the Notes
and the expansion of trade credit. Net cash used by operating activities was
$12.6 million and capital expenditures were $5.7 million for the





                                       11
<PAGE>   12

six months ended June 30, 1998. Kevco is obliged to make payments on various
capital leases in varying amounts, maturing through 2007 as well as payments
under various noncompete and consulting agreements, related to recent
acquisitions, in varying amounts, through 2002.

         In December 1997, the Company acquired Shelter for an aggregate
purchase price of approximately $144.8 million. In connection with the
acquisition of Shelter, the Company entered into the Credit Agreement, which
increased the aggregate borrowings available under the existing credit facility
to $125.0 million consisting of an $80.0 million term loan facility and a $45.0
million revolving credit facility. The revolving credit facility and a portion
of the term loan matures in 2003 with the remaining term loan portion maturing
in 2004.

         Borrowings under the term loan and revolving credit facilities require
monthly, bi-monthly or quarterly interest payments (depending on whether
interest accrues based on prime rate or LIBOR) calculated as a blend of the
bank's prime rate and LIBOR based on pricing options selected by the Company
plus a margin determined by operating statistics of the Company. The term loan
and revolving credit facilities are collateralized by substantially all of the
assets of the Company and its subsidiaries as well as the capital stock of such
subsidiaries. The Credit Agreement contains certain restrictions and conditions
that include cash flow and various financial ratio requirements, and limitations
on incurrence of debt or liens, acquisitions of property and equipment,
distributions to stockholders and certain events constituting a Change of
Control (as defined in the credit agreement).

         In addition to the funds available under the amended credit facility,
the Company issued $105.0 million of the Notes under the Indenture to complete
the acquisition of the outstanding shares of Shelter. The Indenture contains
certain covenants that include, but are not limited to, restrictions or
limitations on the following: the incurrence of additional debt or liens, the
payment of dividends by the Company, the payment of dividends by restricted
subsidiaries to the Company, the sale of certain assets, the ability to
consolidate with or merge into another person, the entering into certain
transactions with affiliates and the engagement in certain lines of business.


ASSET MANAGEMENT

         The Company actively manages its assets and liabilities through
compensating its corporate and facility managers for receivable collection,
inventory control and profits in relation to these and other net assets
employed.

         For the six months ended June 30, 1998, days sales in average
receivables was approximately 24 days, days sales in average inventory was
approximately 40 days and days sales in average payables was approximately 26
days.


FORWARD-LOOKING STATEMENTS

         Certain statements contained in this quarterly report that are not
historical facts are forward-looking statements that involve risks and
uncertainties, including, but not limited to, the Company's substantial
leverage; risks associated with the integration of two companies that have
previously operated independently; the impact of competitors' pricing, product
quality and 





                                       12
<PAGE>   13

related features; the cyclical nature and seasonality of the manufactured
housing and recreational vehicle markets; the dependence of the Company on its
principal customers and key suppliers; and other risks detailed in the Company's
Securities and Exchange Commission filings, including those set forth in the
Company's Annual Report on Form 10-K.















                                       13
<PAGE>   14

                          PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

<TABLE>
<CAPTION>


EXHIBIT
NUMBER                             DESCRIPTION OF EXHIBITS
-------                            ----------------------- 
<S>        <C>                                                                      
2.1    -   Merger Agreement, dated June 6, 1995 by and among Kevco, Inc. and 
           Service Supply Systems, Inc., joined by a wholly-owned subsidiary of
           Kevco, Inc.(1)
2.2    -   Form of Plan and Agreement of Merger between Kevco Texas, Inc. and 
           Kevco Delaware, Inc.(1)
2.3    -   Form of Bill of Sale and General Assignment from Kevco Delaware, 
           Inc., as Assignor, to Sunbelt Wood Components, Inc., as Assignee.(1)
2.4    -   Form of Assumption Agreement between Kevco Delaware, Inc. and Sunbelt 
           Wood Components, Inc.(1)
2.5    -   Asset Purchase Agreement by and among Consolidated Forest Products, 
           Inc., Consolidated Forest Products, L.L.C. and the members of
           Consolidated Forest Products, L.L.C.(2)
2.6    -   Stock Purchase Agreement by and among Kevco Delaware, Inc. and the 
           shareholders of Bowen Supply, Inc.(2)
2.7    -   Agreement and Plan of Merger, dated as of October 21, 1997, between 
           Kevco, Inc., SCC Acquisition Corp. and Shelter Components
           Corporation.(6)
3.1    -   Articles of Incorporation of Kevco, Inc., as amended.(1)
3.2    -   Bylaws of Kevco, Inc.(1)
4.1    -   Form of certificate evidencing ownership of the Common Stock of 
           Kevco, Inc.(1)
10.1   -   Amendment No. 2 to 1995 Stock Option Plan (Amended and Restated 1995
           Stock Option Plan of Kevco, Inc.) and Supplementary Letter.(1)
10.2   -   1996 Stock Option Plan of Kevco, Inc., as amended, and Supplementary 
           Letter.(1)
10.3   -   Form of Amended and Restated Employment Agreement between Gerald E.
           Kimmel and Kevco, Inc., joined therein by Kevco Delaware, Inc. and
           Sunbelt Wood Components, Inc.(1)
10.4   -   Employment Agreement between C. Lee Denham and Kevco, Inc. dated 
           June 30, 1995.(1)
10.5   -   Lease between K & E Land & Leasing and Kevco, Inc. dated December 1,
           1977.(1)
10.6   -   Amendment No. 1 to Lease, by and between K & E Land & Leasing and 
           Kevco, Inc. dated March , 1982.(1)
10.7   -   Amendment No. 2 to Lease, by and between K & E Land & Leasing and 
           Kevco, Inc. dated May 30, 1983.(1)
10.8   -   Amendment No. 3 to Lease, by and between K & E Land & Leasing and 
           Kevco, Inc. dated February 1, 1993.(1)
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<S>        <C> 

10.9   -   Lease dated April 1, 1980 between City of Newton, Kansas and K & E 
           Land & Leasing.(1) 10.10 - Sublease and Lease Guarantee Agreement
           dated April 1, 1980 between K & E Land & Leasing and Kevco, Inc.(1)
10.11  -   Amendment No. 1 to Sublease and Lease Guaranty Agreement by and 
           between K & E Land & Leasing and Kevco, Inc. dated May 30, 1983.(1)
10.12  -   Lease Agreement dated October 12, 1987 between 1741 Conant 
           Partnership & Kevco Inc.(1) 10.13 - Equipment Lease Agreement dated
           January 1, 1991 between K & E Land & Leasing and Kevco, Inc.(1) 10.14
           - Amendment No. 1 to Equipment Lease Agreement between K & E Land &
           Leasing and Kevco, Inc. dated February 12, 1993.(1)
10.15  -   Amendment No. 2 to Equipment Lease Agreement between K & E Land & 
           Leasing and Kevco, Inc. dated October 26, 1993.(1)
10.16  -   Amendment No. 3 to Equipment Lease Agreement between K & E Land & 
           Leasing and Kevco, Inc. dated May 23, 1994.(1)
10.17  -   Deferred Compensation Agreement between Kevco, Inc. and Clyde A. 
           Reed, Jr. dated May 24, 1977.(1)
10.18  -   Amendment No. 1 to Deferred Compensation Agreement dated 
           May , 1980.(1)
10.19  -   Amendment No. 2 to Deferred Compensation Agreement dated 
           March 10, 1992.(1)
10.20  -   Amended and Restated Health and Accident Plan of Kevco, Inc.(1)
10.21  -   Investment and Tax Advice Plan of Kevco, Inc.(1)
10.22  -   Credit Agreement among Kevco, Inc., certain Lenders and NationsBank 
           of Texas, N.A., as Administrative Lender dated June 30, 1995.(1)
10.23  -   First Amendment to Credit Agreement, dated as of September 1, 1995, 
           among Kevco, Inc., the banks listed on the signature pages thereof,
           and NationsBank of Texas, N.A.(1)
10.24  -   Second Amendment to Credit Agreement, dated as of November 29,
           1995, among Kevco, Inc., the banks listed on the signature pages
           thereof, and NationsBank of Texas, N.A.(1)
10.25  -   Revolving Credit Note of Kevco, Inc. to NationsBank of Texas, N.A. 
           dated September 1, 1995 in the amount of $14,285,714.28.(1)
10.26  -   Term Loan Note of Kevco, Inc. to NationsBank of Texas, N.A. dated 
           September 1, 1995 in the amount of $10,714,285.72.(1)
10.27  -   Revolving Credit Note of Kevco, Inc. to The Sumitomo Bank, Ltd. dated
           February 2, 1996 in the amount of $5,714,285.72.(1)
10.28  -   Term Loan Note of Kevco, Inc. to The Sumitomo Bank, Ltd. dated
           February 2, 1996 in the amount of $4,285,714.28.(1)
10.29  -   PaineWebber Standardized 401(K) Profit-Sharing Adoption Agreement 
           (No. 005) (To be used with Basic Plan Document No. 03 Only) for
           Kevco, Inc. dated May 24, 1996 and PaineWebber Defined Contribution
           Plan.(1)
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                                       15
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<TABLE>

<S>        <C>
10.30  -   Promissory Note of Gerald E. Kimmel to Kevco, Inc. dated October
           26, 1993 in the amount of $5,000,000.(1)
10.31  -   Amendment No. 4 to Lease dated December 1, 1977 by and between K&E 
           Land & Leasing and Kevco, Inc. dated October 26, 1993.(1)
10.32  -   Assignment and Acceptance dated February 2, 1996 between The Daiwa 
           Bank, Limited and The Sumitomo Bank, Ltd., Chicago Branch.(1)
10.33  -   Form of Tax Indemnification and Distribution Agreement.(1)
10.34  -   Form of Promissory Note made by Kevco Texas, Inc. in the amount of 
           $3,733,000 (the Prior S Corporation Earnings Note).(1)
10.35  -   Form of Promissory Note made by Kevco Texas, Inc. (the Future S 
           Corporation Earnings Note).(1)
10.36  -   Form of Assignment of $5,000,000 Note made by Kevco, Inc. 
           (n/k/a Kevco Delaware, Inc.).(1)
10.37  -   Form of Adoption Agreement by Kevco, Inc. and Kevco Texas, Inc.
           (re: 1995 Stock Option Plan and 1996 Stock Option Plan).(1)
10.38  -   Amendment No. 1 dated September 21, 1988, to Lease Agreement by 
           1741 Conant Partnership as lessor and Kevco, Inc. (n/k/a Kevco
           Delaware, Inc.).(1)
10.39  -   Letter Agreement dated June 22, 1982, between Kevco, Inc.
           (n/k/a Kevco Delaware, Inc.) and K&E Land & Leasing. (re: lease
           rentals).(1)
10.40  -   Letter Agreement dated October 1, 1996 by Kevco, Inc., K&E Land & 
           Leasing, and 1741 Conant Partnership (re: lease rental).(1)
10.41  -   Form of Parent Pledge Agreement.(1)
10.42  -   Consent and Waiver, dated as of October 21, 1996, by and among
           NationsBank of Texas, N.A., The Sumitomo Bank, Ltd. and Kevco Texas,
           Inc.(1)
10.43  -   Amended and Restated Credit Agreement, dated as of February 27, 1997,
           by and among Kevco Delaware, Inc., certain lenders and NationsBank of
           Texas, N.A.(4)
10.44  -   Amendment No. 1 to Amended and Restated 1995 Stock Option Plan of 
           Kevco, Inc. (10)
10.45  -   Senior Commitment Letter dated October 27, 1997 from NationsBank of 
           Texas, N.A. and NationsBanc Montgomery Securities, Inc.(6)
10.46  -   First Amendment to Amended and Restated Credit Agreement dated as of
           November 25, 1997 between Kevco Delaware, Inc., certain lenders and
           NationsBank of Texas, N.A.(7)
10.47  -   Second Amended and Restated Credit Agreement dated December 1, 1997 
           between Kevco, Inc., certain lenders and NationsBank of Texas,
           N.A.(7)(8)
10.48  -   Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
           NationsBank of Texas, N.A. in the original principal amount of
           $11,666,666.66.(7)
10.49  -   Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
           National City Bank of Kentucky in the original principal amount of
           $8,166,666.67.(7)
10.50  -   Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
           Guaranty Federal Bank, F.S.B. in the original principal amount of
           $7,000,000.00.(7)
10.51  -   Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
           The Sumitomo Bank, Limited in the

</TABLE>



                                       16
<PAGE>   17

<TABLE>

<S>        <C>
           original principal amount of $8,166,666.67.(7)
10.52  -   Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
           and NationsBank of Texas, N.A. in the original principal amount of
           $13,333,333.34.(7)
10.53  -   Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
           and National City Bank Kentucky in the original principal amount of
           $9,333,333.33.(7)
10.54  -   Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
           and Guaranty Federal Bank, F.S.B. in the original principal amount of
           $8,000,000.00.(7)
10.55  -   Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
           and The Sumitomo Bank, Limited in the original principal amount of
           $9,333,333.33.(7)
10.56  -   Facility B Term Loan Note dated December 1, 1997 between Kevco, Inc.
           and NationsBank of Texas, N.A. in the original principal amount of
           $50,000,000.00.(7)
10.57  -   Security Agreement dated December 1, 1997 between Kevco, Inc. and
           NationsBank of Texas, N.A. as Administrative Agent.(7)
10.58  -   Registration Rights Agreement dated December 1, 1997 by and among
           Kevco, Inc., as Issuer, the Subsidiaries of Kevco, Inc. identified
           therein as Subsidiary Guarantors and Donaldson, Lufkin & Jenrette
           Securities Corporation and NationsBanc Montgomery Securities, Inc.,
           as Initial Purchasers.(9)
10.59  -   Indenture dated December 1, 1997 among Kevco, Inc., SCC Acquisition
           Corp., Kevco Delaware, Inc., Sunbelt Wood Components, Inc.,
           Consolidated Forest Products, Inc., Bowen Supply, Inc. and Encore
           Industries, Inc., as Subsidiary Guarantors and United States Trust
           Company of New York, as Trustee.(9)
10.60  -   Supplemental Indenture between Shelter Components Corporation, a
           Subsidiary of Kevco, Inc., and United States Trust Company of New
           York, as Trustee.(9)
10.61  -   Supplemental Indenture dated as of December 1, 1997 between Shelter
           Distribution, L.P., a Subsidiary of Kevco, Inc., and United States
           Trust Company of New York, as Trustee.(9)
10.62  -   Supplemental Indenture dated as of December 1, 1997 between DCM,
           Inc., a Subsidiary of Kevco, Inc., and United States Trust Company of
           New York, as Trustee.(9)
10.63      - Supplemental Indenture dated as of December 1, 1997 between
           Duo-Form of Michigan, Inc., a Subsidiary of Kevco, Inc., and United
           States Trust Company of New York, as Trustee.(9)
10.64  -   Supplemental Indenture dated as of December 1, 1997 between Design
           Components, Inc., a Subsidiary of Kevco, Inc., and United States
           Trust Company of New York, as Trustee.(9)
10.65      - Supplemental Indenture dated as of December 1, 1997 between Shelter
           Components of Indiana, Inc., a Subsidiary of Kevco, Inc., and United
           States Trust Company of New York, as Trustee.(9)
10.66      - Supplemental Indenture dated as of December 1, 1997 between BPR
           Holdings, Inc., a Subsidiary of Kevco, Inc., and United States Trust
           Company of New York, as Trustee.(9)
10.67  -   First Amendment to Credit Agreement dated February 12, 1998 between
           Kevco, Inc., certain lenders and NationsBank of Texas, N.A.(10)
10.68  -   Registered Global Note dated March 5, 1998 among Kevco, Inc., Kevco
           Delaware, Inc., Sunbelt Wood Components, Inc., Bowen Supply, Inc.,
           Encore Industries, Inc., Shelter 
</TABLE>


                                       17
<PAGE>   18


           Components Corporation, BPR Holdings, Inc., Shelter Components of
           Indiana, Inc., Design Components, Inc., Duo-Form of Michigan, Inc.,
           DCM, Inc. and Shelter Distribution, L.P., as Subsidiary Guarantors
           and United States Trust Company of New York, as Trustee.(11)

27.1   -   Financial Data Schedule.(12)
--------
(1)      Previously filed as an exhibit to the Company's Registration Statement
         on Form S-1 (No. 333-11173) and incorporated herein by reference.
(2)      Previously filed as an exhibit to the Company's Current Report on Form
         8-K dated February 27, 1997, and incorporated herein by reference.
(3)      Previously filed as an exhibit to the Company's registration statement
         on Form S-8 (No. 333-19959), and incorporated herein by reference.
(4)      Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended March 31, 1997 and incorporated herein
         by reference.
(5)      Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended June 30, 1997 and incorporated herein
         by reference.
(6)      Previously filed as an exhibit to the Company's Tender Offer Statement
         on Schedule 14D-1, filed October 28, 1997, and incorporated herein by
         reference.
(7)      Previously filed as an exhibit to the Company's Tender Offer Statement
         on Schedule 14D-1/A, filed December 12, 1997, and incorporated herein
         by reference.
(8)      Schedules and similar attachments to this exhibit have not been
         previously file herewith, but the nature of their contents is described
         in the body of this exhibit. The Company agrees to furnish a copy of
         any such omitted schedules and attachments to the Securities and
         Exchange Commission upon request.
(9)      Previously filed as an exhibit to the Company's registration statement
         on Form S-4 (No. 333-43691), and incorporated herein by reference.
(10)     Previously filed as an exhibit to the Company's Annual Report on Form
         10-K, for the year ended December 31, 1997 and incorporated herein by
         reference.
(11)     Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended March 31, 1998 and incorporated herein
         by reference.
(12)     Filed herewith.

 (b)     REPORTS ON FORM 8-K

         None.


                                       18
<PAGE>   19


                                   SIGNATURES

   Pursuant to the requirements of the Securities and Exchange Commission Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                   KEVCO, INC.

Date:    August 6, 1998
                                            By: /s/ Jerry E. Kimmel
                                                --------------------------------
                                                Jerry E. Kimmel
                                                Chairman of the Board, President
                                                and Chief Executive Officer


Date:    August 6, 1998
                                            By: /s/  Ellis L. McKinley, Jr.
                                                --------------------------------
                                                Ellis L. McKinley, Jr.
                                                Vice President, Chief Financial
                                                Officer, Treasurer and Director
                                                (Principal Financial Officer)








                                       19
<PAGE>   20



                                   KEVCO, INC.

                                  EXHIBIT INDEX




EXHIBIT NO.                               DESCRIPTION
-----------                              -------------
  27.1                              Financial Data Schedule.