SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

/ X /  Quarterly  report  pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934, For the quarterly period ended February 2, 1997 or

/  /   Transition  report  pursuant to  Section  13 or 15(d)  of the  Securities
       Exchange Act of 1934

Commission file number 0-15995


                                 MICROAGE, INC.
             (Exact name of registrant as specified in its charter)

 
              Delaware                                         86-0321346
       (State of incorporation)                            (I. R. S. Employer
                                                           Identification No.)

        2400 South MicroAge Way
              Tempe, AZ                                            85282
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:  (602) 804-2000

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 and
(2) has been subject to such filing requirements for the past 90 days.

                               Yes / X /     No

The number of shares of the registrant's Common Stock (par value $.01 per share)
outstanding at March 14, 1997 was 15,480,054.



<PAGE>


                                      INDEX

                                 MICROAGE, INC.


PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

           Consolidated balance sheets -- February 2, 1997 and November 3, 1996.

           Consolidated  statements of income -- Quarters ended February 2, 1997
           and January 28, 1996.
 
           Consolidated statements of cash flows -- Quarters ended February 2, 
           1997 and January 28, 1996.
  
           Notes to consolidated financial statements -- February 2, 1997.

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

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings

Item 2.    Changes in Securities

Item 6.    Exhibits and Reports on Form 8-K

SIGNATURES




                                       1
<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                                 MICROAGE, INC.
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                        (in thousands, except share data)

                                     ASSETS
                                                    February 2,    November 3,
                                                       1997           1996
                                                   -----------     -----------
Current assets:
  Cash and cash equivalents                         $  12,346      $  21,331
  Accounts and notes receivable, net                  182,386        257,637
  Inventory, net                                      465,042        325,313
  Other                                                 9,902         11,135
                                                    ---------      ---------
      Total current assets                            669,676        615,416

Property and equipment, net                            53,579         53,361
Intangible assets, net                                 17,152         17,499
Other                                                   9,676          9,126
                                                    ---------      ---------
      Total assets                                  $ 750,083      $ 695,402
                                                    =========      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                  $ 466,755      $ 474,516
  Accrued liabilities                                  17,804         23,497
  Current portion of long-term obligations              2,114          2,121
  Line of credit                                       62,735           --
  Other                                                 1,843          3,617
                                                    ---------      ---------
      Total current liabilities                       551,251        503,751

Long-term obligations                                   3,654          3,892

Stockholders' equity:
  Preferred stock, par value $1.00 per share;
      Shares authorized: 5,000,000
      Issued and outstanding:  none                        --             --
  Common stock, par value $.01 per share;
      Shares authorized: 40,000,000
      Issued:  February 2, 1997 -- 15,540,140
               November 3, 1996 -- 15,320,133             155            153
  Additional paid-in capital                          126,805        124,308
  Retained earnings                                    68,897         64,229
  Loan to ESOT                                            (84)          (207)
  Treasury stock, at cost;
      Shares:  February 2, 1997 -- 71,836
               November 3, 1996 -- 97,028                (595)          (724)
                                                    ---------      ---------
      Total stockholders' equity                      195,178        187,759
                                                    ---------      ---------
      Total liabilities and stockholders' equity    $ 750,083      $ 695,402
                                                    =========      =========

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

                                        2
<PAGE>
                                 MICROAGE, INC.
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                      (in thousands, except per share data)



                                                     Quarters ended
                                              ----------------------------
                                              February 2,      January 28,
                                                 1997             1996
                                              ----------        ---------

    Revenue                                    $ 860,319        $ 783,751

    Cost of sales                                804,367          741,906
                                               ---------       ----------

    Gross profit                                  55,952           41,845

    Operating expenses                            43,064           35,682
                                               ---------        ---------

    Operating income                              12,888            6,163

    Other expenses - net                           4,760            3,243
                                               ---------        ---------

    Income before income taxes                     8,128            2,920

    Provision for income taxes                     3,460            1,277
                                               ---------        ---------

    Net income                                 $   4,668        $   1,643
                                               =========        =========

    Net income per common share                $    0.29        $    0.11
                                               =========        =========
    Weighted average common and
       common equivalent
       shares outstanding                         16,300           15,026


   The accompanying notes are an integral part of these financial statements.
                                       3
<PAGE>

                                 MICROAGE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (in thousands)
<TABLE>
<CAPTION>
                                                               Quarter ended
                                                        ------------------------
                                                        February 2,  January 28,
                                                           1997         1996
                                                        -----------  -----------
<S>                                                       <C>             <C>
Cash flows from operating activities:
 Net income                                              $   4,668      $  1,643
 Adjustments to reconcile net income to net cash
  used in operating activities:
    Depreciation and amortization                            5,661         4,520
    Provision for losses on accounts and notes receivable    1,629         1,782
Changes in assets and liabilities: 
    Accounts and notes receivable                           73,622        52,035
    Inventory                                             (139,729)      (69,393)
    Other current assets                                     1,233           661
    Other assets                                              (594)          175
    Accounts payable                                        (7,761)       (2,190)
    Accrued liabilities                                     (5,693)        1,373
    Other liabilities                                       (1,774)         (463)
                                                         ---------      --------
  Net cash used in operating activities                    (68,738)       (9,857)

Cash flows from investing activities:
 Purchases of property and equipment                        (5,347)       (3,508)
                                                         ---------      --------
  Net cash used in investing activities                     (5,347)       (3,508)

Cash flows from financing activities:
 Amounts received from ESOT                                    123           168
 Proceeds from issuance of stock - stock option and
  employee stock purchase plans                              2,628           452
 Net borrowings under line of credit                        62,735        10,223
 Principal payments on long-term obligations                  (386)         (592)
                                                         ---------      --------
  Net cash provided by financing activities                 65,100        10,251
                                                         ---------      --------
Net decrease in cash and cash equivalents                   (8,985)       (3,114)

Cash and cash equivalents at beginning of period            21,331        14,016
                                                         ---------      --------
Cash and cash equivalents at end of period               $  12,346      $ 10,902
                                                         =========      ========
</TABLE>

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


                                        4
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited  consolidated financial statements of MicroAge,  Inc.
(the "Company") do not include all of the information and footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary for a fair statement of results for the periods
have been included. Operating results for the quarter ended February 2, 1997 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  November 2, 1997.  For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the year ended November 3, 1996.

On January 15, 1997,  the Company  issued shares of its common stock in exchange
for all of the outstanding shares of a previously  franchised reseller location.
The merger has been  accounted for as a pooling of interests  and,  accordingly,
the Company's  consolidated  financial  statements have been restated to include
the accounts and operations of the acquired company for all periods presented.

The results of operations  previously  reported by the separate  enterprises and
the  combined  amounts  presented  in the  accompanying  consolidated  financial
statements are summarized below (in thousands).

                         Quarter ended January 28, 1996:

                    MicroAge, Inc.      Acquired Co.     Combined
                    --------------      ------------     --------
 Revenue            $  780,318          $ 3,433         $ 783,751
 Net income         $    1,557          $    86         $   1,643


NOTE B - OTHER EXPENSES - NET

Other expenses - net consists of the following (in thousands):

                                                  Quarters ended
                                              -------      --------
                                              Feb. 2,      Jan. 28,
                                                1997         1996
                                              -------      --------
         Interest expense                     $   474      $   327
         Expenses from sales of
          accounts receivable                   4,264        2,799
         Other                                     22          117
                                              -------      -------
                                              $ 4,760      $ 3,243
                                              =======      =======

                                       5
<PAGE>

NOTE C - FINANCING ARRANGEMENTS

The Company maintains a financing  agreement (the "Agreement")  which contains a
financing  facility  of $400  million.  The line of credit  in the  accompanying
balance  sheet  represents  borrowings  under a line  of  credit  option  in the
Agreement.

NOTE D - LITIGATION

On July 14 through July 19, 1994,  seven class action  complaints  were filed in
the  United  States  District  Court for the  District  of Arizona  against  the
Company,  certain of its officers and directors,  and, in three of the lawsuits,
one of the underwriters of the Company's June 16, 1994 public offering of common
stock.  On December 5, 1994,  the Court  consolidated  the seven  actions into a
single  action.  On February 16, 1995,  plaintiffs  filed and served an amended,
consolidated  complaint  against the Company,  certain officers and directors of
the Company, and three of the underwriters of the Company's June 16, 1994 public
offering of common stock ("the Complaint"). The Complaint purports to be brought
on behalf of a class of  purchasers  of the  Company's  common  stock during the
period April 13, 1994 through July 14, 1994. The Complaint alleges,  among other
things,  that the Company violated federal  securities laws by making misleading
public statements and omitting material facts regarding the Company's operations
and  financial  results,  which  the  plaintiffs  contend  to have  artificially
inflated  the price of the  Company's  common  stock  during the  alleged  class
period. The Complaint seeks unspecified compensatory damages as well as fees and
costs. On April 28, 1995, the Company filed a motion to dismiss the Complaint in
its  entirety.  On March 25,  1996,  the Court  dismissed  the  majority  of the
allegations  contained  in the  Complaint.  The parties to the  litigation  have
entered into a written settlement agreement, subject to obtaining court approval
thereof.  The  Company's  contribution  to the  proposed  settlement,  after the
contributions  of the  Company's  directors  and  officers  liability  insurance
carrier, constitutes amounts immaterial to the Company's financial statements.





                                       6
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Item may contain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such forward looking statements  involve risks and uncertainties  which
could cause actual results or outcomes to differ materially from those expressed
in such forward-looking statements.

On January 15, 1997,  the Company  issued shares of its common stock in exchange
for all of the outstanding shares of a previously  franchised reseller location.
The merger has been  accounted for as a pooling of interests  and,  accordingly,
the Company's  consolidated  financial  statements have been restated to include
the accounts and operations of the acquired company for all periods presented.

RESULTS OF OPERATIONS

The following table sets forth, for the indicated  periods,  data as percentages
of total revenue:
<TABLE>
<CAPTION>
                                                     Quarter ended
                           -----------------------------------------------------------
                            Feb. 2,      Nov. 3,      July 28,    April 28,   Jan. 28,
                             1997         1996         1996         1996        1996
                           --------    ----------    --------     --------    --------
<S>                        <C>          <C>            <C>          <C>          <C>
Revenue (in thousands)     $860,319    $1,033,998    $847,716     $866,705    $783,751
Cost of sales                  93.5%         94.3%       94.4%        94.6%       94.7%
                           --------    ----------    --------     --------    --------
Gross profit                    6.5           5.7         5.6          5.4         5.3

Operating expenses              5.0           4.4         4.5          4.2         4.6
                           --------    ----------    --------      --------   --------   
Operating income                1.5           1.2         1.1          1.1         0.8

Other expenses - net            0.6           0.3         0.3          0.5         0.4
                           --------    ----------    --------      --------   --------
Income before income taxes      0.9           0.9         0.8          0.6         0.4

Provision for income taxes      0.4           0.4         0.3          0.3         0.2
                           --------    ----------    --------      --------   --------
Net income                      0.5%          0.5%        0.5%         0.4%        0.2%
                           ========    ==========    ========      ========   ========
                           
</TABLE>

TOTAL REVENUE.  Total revenue of $860 million increased $77 million, or 10%, for
the quarter ended  February 2, 1997 as compared to the quarter ended January 28,
1996.  This  revenue  increase  included  a $63  million,  or 14%,  increase  in
distribution  business  revenue and an $11 million,  or 4%,  increase in systems
integration business revenue.

The revenue increase was primarily due to sales to resellers added since January
28, 1996, the Company's focus on large account sales,  increased  demand for the
Company's major vendors' products and increased service revenues.

Revenue  decreased  from $1.0 billion for the quarter ended  November 3, 1996 to
$860 million for the quarter ended February 2, 1997. This decrease was primarily
due to fewer  shipping  days in the first  quarter of fiscal 1997 as compared to
the fourth  quarter of fiscal 1996 and,  to a lesser  extent,  to lower  average
daily  shipments  in the first  quarter.  The  fourth  quarter  of  fiscal  1996
represented  the  highest  average daily  sales in the  Company's  history.  The
                                         7
<PAGE>

decrease in the number of shipping  days between the two periods was due to a 14
week quarterly  period in the fourth quarter compared to a 13 week period in the
first quarter of 1997.

GROSS PROFIT PERCENTAGE.  The Company's gross profit percentage was 6.5% for the
quarter ended  February 2, 1997 and 5.3% for the quarter ended January 28, 1996.
The  increase in the  Company's  gross  profit  percentage  was driven by higher
service content in revenues,  increased  supplier  participation  in the form of
rebates and increased  early pay discounts and increasing  profitability  of the
Company's large account business.

Future  gross  profit  percentages  may be  affected  by market  pressures,  the
introduction  of new Company  programs,  changes in revenue mix,  the  Company's
utilization of early payment  discount  opportunities,  supplier pricing actions
and other competitive and economic factors. See also "Potential  Fluctuations in
Operating Results" below.

OPERATING EXPENSES. As a percentage of revenue, operating expenses were 5.0% for
the  quarter  ended  February 2, 1997  compared  to 4.6% for the  quarter  ended
January 28, 1996. Operating expenses increased $7.4 million to $43.1 million for
the quarter ended February 2, 1997, as compared to the quarter ended January 28,
1996.  The increase in operating  expenses was primarily  attributable  to costs
associated with increased revenue and capacity  expansion in personnel,  systems
and facilities.

OTHER  EXPENSES - NET.  Other expenses - net increased from $3.2 million for the
quarter ended January 28, 1996 to $4.8 million for the quarter ended February 2,
1997. This increase was primarily due to an increase in net financing costs as a
result of higher inventory levels.

If the Company is successful in achieving  continued revenue growth, its working
capital requirements and related financing costs are likely to increase.

SUPPLIER  INCENTIVE  FUNDS.  The Company  receives funds from certain  suppliers
which are earned through marketing programs,  meeting established  purchasing or
sales objectives or meeting other objectives  determined by the supplier.  There
can be no assurance that these  programs will be continued by the  suppliers.  A
substantial  reduction in the supplier funds available to the Company would have
an adverse effect on the Company's results of operations.

POTENTIAL FLUCTUATIONS IN OPERATING RESULTS

The Company's  operating results may vary  significantly from quarter to quarter
depending  on certain  factors,  including,  but not limited to,  demand for the
Company's  information  technology products and services,  product availability,
competitive  conditions,  and general economic  conditions.  In particular,  the
Company's  operating  results are sensitive to changes in the mix of product and
service  revenues,  product margins,  inventory  adjustments and interest rates.
Although the Company  attempts to control its expense  levels,  these levels are
based, in part, on anticipated revenues.  Therefore, the Company may not be able
to control spending in a timely manner to compensate for any unexpected  revenue
shortfall. As a result, quarterly period-to-period  comparisons of the Company's
financial  results are not necessarily  meaningful and should not be relied upon
as an indication of future performance.

                                       8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company has  financed  its growth and cash needs to date  primarily  through
working capital financing facilities,  bank credit lines, common stock offerings
and cash generated from  operations.  The primary uses of cash have been to fund
increases in inventory and accounts  receivable  resulting from increased sales.
If the Company is successful in achieving  continued revenue growth, its working
capital requirements are likely to increase.

In order to  establish  or  solidify  its  presence in  strategic  markets or in
response to  competitive  pressures,  the Company may make  acquisitions  of, or
investments in, certain companies. These acquisitions or investments may be made
utilizing cash, stock or a combination of cash and stock.

For the  quarter  ended  February  2,  1997,  $68.7  million of cash was used in
operating activities. Net cash used in operating activities included an increase
in inventory of $139.7 million,  a decrease in accounts  payable of $7.8 million
and a decrease in accrued  liabilities of $5.7 million,  offset by a decrease in
accounts  receivable of $73.6 million and net income,  before  certain  non-cash
items, of $12.0 million.

The number of days cost of sales in ending  inventory  increased from 33 days at
November 3, 1996 to 52 days at  February  2, 1997.  Inventory  is  purchased  in
anticipation of sales.  Revenue for the quarter ended February 2, 1997 was below
the  Company's  expectations,  resulting  in higher than  anticipated  inventory
levels.  The Company  expects  inventory  days on hand to decrease to historical
levels by the end of the  second  fiscal  quarter.  The  number of days' cost of
sales in ending accounts  payable  increased from 47 days at November 3, 1996 to
52 days at  February  2,  1997.  The  number of days'  sales in ending  accounts
receivable  decreased from 24 days at November 3, 1996 to 19 days at February 2,
1997,  primarily  due to  accounts  receivable  that were sold under a financing
facility  (see  discussion  below).  The  receivables  days  adjusted  for  sold
receivables  were 45 days at February 2, 1997 compared to 43 days at November 3,
1996.

For the quarter  ended  February  2, 1997,  $5.3  million was used in  investing
activities  for the  purchase of property and  equipment,  and net cash of $65.1
million was  provided by  financing  activities  which  consisted  primarily  of
borrowings under the Company's financing facility.

The Company  maintains a primary  financing  agreement (the  "Agreement") with a
financing facility of $400 million.  The Company is currently in negotiations to
increase the total amount of the financing  facility to $550 million and expects
the  increase  to be  finalized  during the second  quarter of fiscal year 1997.
There can be no assurances  that the financing  facility will be increased.  The
Agreement includes two major components:  an accounts  receivable  facility (the
"A/R  Facility")  and an inventory  facility  (the  "Inventory  Facility").  The
Agreement expires in August 1997.

Under the A/R  Facility,  the  Company  has the right to sell  certain  accounts
receivable  from time to time, on a limited  recourse  basis, up to an aggregate
amount of $250  million  sold at any given time.  At  February 2, 1997,  the net
amount of sold accounts  receivable  was $241 million and the effective  funding
rate was LIBOR plus 2.1%.

The Inventory  Facility  provides for borrowings up to $150 million.  Within the
Inventory  Facility,  the  Company  has a line of  credit  for the  purchase  of
inventory from selected  product  suppliers  ("Inventory Line of Credit") of $50
million  and  a  line  of  credit  for  general  working  capital   requirements
("Supplemental Line of Credit") of $100 million. Payments for products purchased

                                       9
<PAGE>
under the Inventory Line of Credit vary depending upon the product supplier, but
generally  are due  between  45 and 60 days  from  the date of the  advance.  No
interest  or finance  charges  are  payable on the  Inventory  Line of Credit if
payments  are made when due.  At  February  2, 1997,  the Company had $7 million
outstanding  under the Inventory Line of Credit (included in accounts payable in
the  accompanying  Balance  Sheets),  and  $63  million  outstanding  under  the
Supplemental  Line of Credit.  As of February 2, 1997,  the interest rate on the
Supplemental Line of Credit was LIBOR plus 2%.

Of the $400 million of financing  capacity  represented  by the  Agreement,  $89
million was unused as of February 2, 1997.  Utilization of the unused portion is
dependent upon the Company's collateral availability at the time the funds would
be needed.

Borrowings under the Agreement are secured by substantially all of the Company's
assets,  and the Agreement  contains certain  restrictive  covenants,  including
working  capital  and  tangible  net worth  requirements,  and ratios of debt to
tangible  net worth and current  assets to current  liabilities.  At February 2,
1997, the Company was in compliance with these covenants.

The Company also maintains trade credit  arrangements with its vendors and other
creditors to finance product purchases.  Several major vendors maintain security
interests in their products sold to the Company.

The unavailability of a significant portion of, or the loss of, the Agreement or
trade credit from vendors would have a material adverse effect on the Company.

Although the Company has no material capital commitments, the Company expects to
make  capital  expenditures  of  approximately  $15 to $20  million  during  the
remaining quarters of fiscal 1997.

INFLATION

The Company  believes that inflation has generally not had a material  impact on
its operations.


                                       10
<PAGE>


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings

          See Note D of Notes to Consolidated  Financial Statements  (Unaudited)
for  information  regarding a  consolidated  class  action  lawsuit  against the
Company, its directors,  certain of its officers,  and three of the underwriters
of the Company's June 16, 1994 public offering of Common Stock.

Item 2.    Changes in Securities

     (a) None

     (b) None

     (c) On January 15,  1997,  the  Company  acquired a  previously  franchised
reseller.  In connection  with the merger,  the Company  issued shares of common
stock,  $0.01 par value per share, to the previously  franchised  reseller which
became a subsidiary of the Company. Exemption from registration for the issuance
of the Common Stock is claimed pursuant to Section 4(2) of the Securities Act of
1933, as amended,  regarding  transactions by an issuer not involving any public
offering.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

         10.1  Fifth Amendment dated January 1, 1997 to the Amended and Restated
               MicroAge,  Inc.  Retirement  Savings and Employee Stock Ownership
               Plan

         10.2  First  Amendment dated  January 1, 1997 to the  MicroAge,  Inc.
               Executive Supplemental Savings Plan

         11    EPS Detail Calculation

         27    Financial Data Schedule

     (b) The  Company  did not file any  Reports on Form 8-K during the  quarter
ended February 2, 1997.


                                       11
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                    Description
-----------                    -----------

   10.1      Fifth Amendment dated January 1, 1997 to the Amended and Restated
             MicroAge,  Inc.  Retirement  Savings and Employee Stock Ownership
             Plan

   10.2      First  Amendment  dated  January 1, 1997 to the MicroAge,  Inc.
             Executive Supplemental Savings Plan

   11        EPS Detail Calculation

   27        Financial Data Schedule



                                       12
<PAGE>

                                   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.

                                                  MICROAGE, INC.
                                                  (Registrant)


Date:      March ___, 1997           By:     /s/ Jeffrey D. McKeever
                                        ----------------------------------------
                                                 Jeffrey D. McKeever
                                                 Chairman of the Board and
                                                 Chief Executive Officer



Date:      March ___, 1997           By:     /s/ James R. Daniel
                                         ---------------------------------------
                                                 James R. Daniel
                                                 Senior Vice President, Chief
                                                 Financial Officer and Treasurer




                                       13