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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 FORM 10-Q/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                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 1-041077

                           T & W FINANCIAL CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                      WASHINGTON                     91-1844249
                -------------------------------   ----------------
                (STATE OR OTHER JURISDICTION OF   (I.R.S. EMPLOYER
               INCORPORATION OR ORGANIZATION)    IDENTIFICATION NO.)

               6416 PACIFIC HIGHWAY EAST, TACOMA, WASHINGTON 98424

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (253) 922-5164


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 [ ]

The number of shares outstanding of the registrant's common stock as of May 11,
1999 was 8,408,348.


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                 T & W Financial Corporation and Subsidiaries
                      Consolidated Statements of Income
                                 (unaudited)
                    (in thousands, except per share data)


<TABLE>
<CAPTION>
                                           Three Months Ended March 31,
                                           ----------------------------
                                               1998          1999
                                           -----------     ------------
<S>                                        <C>             <C>
Revenues:
      Lease contract revenue                 $  4,969     $  7,303
      Gain on sale of leases                    6,032        9,680
      Fee income                                  417          779
      Servicing & Other Income                    586          826
                                             --------     --------
           Total Revenues                      12,004       18,588
                                             --------     --------
Expenses:
      Interest expense                          2,269        3,775
      Compensation and related expenses           482        2,752
      Amortization of initial direct cost         562        1,043
      Provision for credit losses                 390        2,521
      Other general and administrative
         expenses                               1,155        2,886
                                             --------     --------
                                                4,858       12,977
                                             --------     --------
      Income before minority interest and
           income taxes                         7,146        5,611
Minority Interest                              (1,072)        (842)
                                             --------     --------
      Income before income taxes                6,074        4,769
Income Taxes                                   (2,187)      (1,631)
                                             --------     --------
Net Income                                   $  3,887     $  3,138
                                             ========     ========
Earnings Per Share: Basic and Diluted        $   0.46     $   0.37
Weighted Average Number of shares of
      Common Stock and Common Stock
      Equivalents Outstanding                   8,400        8,397

</TABLE>

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                 T & W Financial Corporation and Subsidiaries
                          Consolidated Balance Sheets
                                 (unaudited)
                                (in thousands)


<TABLE>
<CAPTION>

                                                             December 31,  March 31,
                                                                1998         1999
                                                              (Audited)   (Unaudited)
                                                             ----------  ------------
<S>                                                           <C>         <C>
Assets
      Cash and cash equivalents                               $ 11,394    $ 19,866
      Dealer floor plans                                         9,522       7,152
      Net investment in leases                                 167,516     181,661
      Securitization receivables                                49,001      59,275
      Intangible assets, net                                     5,260       6,071
      Other assets                                               8,343      16,774
                                                              --------    --------
                Total Assets                                  $251,036    $290,799
                                                              ========    ========
Liabilities
      Accounts payable and other accrued liabilities          $ 18,000    $ 11,961
      Notes payable - recourse                                 103,758     148,855
      Notes payable - nonrecourse                               29,624      24,291
      Security deposits                                         13,065      13,887
      Deferred income taxes                                     17,642      19,187
                                                              --------    --------
                Total Liabilities                              182,089     218,181
                                                              --------    --------
Minority Interest                                               11,271      11,729
                                                              --------    --------
Commitments and Contingencies
Shareholders' Equity
      Preferred Stock                                               --          --
      Common Stock and paid-in capital                          28,306      28,381
      Retained Earnings                                         29,370      32,508
                                                              --------    --------
                Total Shareholders' Equity                      57,676      60,889
                                                              --------    --------
                Total Liabilities and Shareholders' Equity    $251,036    $290,799
                                                              ========    ========


</TABLE>

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                           Part II. Other Information

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(A)    EXHIBITS

       11. Computation of Earnings Per Share is on page 3.

       27. Financial Data Schedule (previously filed).

(B)    REPORTS ON FORM 8-K


ITEMS 1 THROUGH 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.


                                    SIGNATURE

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

                                       T & W Financial Corporation

       Date: July 12, 1999             By: /s/ Paul B. Luke
                                       Paul B. Luke
                                       Senior Vice President, Chief
                                       Financial Officer, Secretary,
                                       Treasurer and Director


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