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 January 31, 1999 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) 366-2000

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 February 28, 1999 was 20,448,165.
<PAGE>
                                      INDEX

                                 MICROAGE, INC.


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Consolidated balance sheets -- January 31, 1999 and
        November 1, 1998.

        Consolidated statements of operations -- Quarters ended
        January 31, 1999 and February 1, 1998.

        Consolidated statements of cash flows -- Quarters ended
        January 31, 1999 and February 1, 1998.

        Notes to consolidated financial statements.

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

PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

                                       2
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

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

                                     ASSETS
                                                      January 31,    November 1,
                                                         1999           1998
                                                     -----------     -----------
Current assets:
  Cash and cash equivalents                          $    41,837    $    41,894
  Accounts and notes receivable, net                     296,295        529,877
  Inventory, net                                         505,278        486,150
  Other                                                   23,485         24,432
                                                     -----------    -----------
    Total current assets                                 866,895      1,082,353

Property and equipment, net                              101,934         92,147
Intangible assets, net                                   123,988        126,105
Other                                                     27,057         14,538
                                                     -----------    -----------
    Total assets                                     $ 1,119,874    $ 1,315,143
                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                   $   767,709    $   967,501
  Accrued liabilities                                     25,877         24,279
  Current portion of long-term obligations                 3,014          3,095
  Other                                                    9,685          8,868
                                                     -----------    -----------
    Total current liabilities                            806,285      1,003,743

Long-term obligations                                      5,070          5,553
Other long-term liabilities                               15,426         15,361

 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: January 31, 1999 - 20,463,743
             November 1, 1998 - 20,284,789                   205            203
   Additional paid-in capital                            207,295        206,720
   Retained earnings                                      85,759         83,729
   Treasury stock, at cost;
     Shares: January 31, 1999 - 16,378
             November 1, 1998 - 16,378                      (166)          (166)
                                                     -----------    -----------
     Total stockholders' equity                          293,093        290,486
                                                     -----------    -----------
     Total liabilities and stockholders' equity      $ 1,119,874    $ 1,315,143
                                                     ===========    ===========

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

                                       3
<PAGE>
                            MICROAGE, INC.
           CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (in thousands, except per share data)

                                                            Quarter ended
                                                      --------------------------
                                                      January 31,    February 1,
                                                          1999          1998
                                                      -----------    -----------
Revenue                                               $1,444,841    $ 1,179,011

Cost of sales                                          1,343,071      1,105,186
                                                      ----------    -----------

Gross profit                                             101,770         73,825

Operating expenses                                        89,287         73,061
                                                      ----------    -----------

Operating income                                          12,483            764

Other expenses - net                                       7,248         10,941
                                                      ----------    -----------

Income (loss) before income taxes                          5,235        (10,177)

Income tax provision (benefit)                             3,169         (4,061)
                                                      ----------    -----------

Net income (loss)                                     $    2,066    $    (6,116)
                                                      ==========    ===========
Net income (loss) per common and common
  equivalent share:
        Basic                                         $     0.10    $     (0.31)
                                                      ==========    ===========

        Diluted                                       $     0.10    $     (0.31)
                                                      ==========    ===========
Weighted average common and common equivalent
  shares outstanding:
        Basic                                             20,344         19,456
                                                      ==========    ===========

        Diluted                                           21,034         19,456
                                                      ==========    ===========

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

                                       4
<PAGE>
                             MICROAGE, INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
            Increase (Decrease) in Cash and Cash Equivalents
                             (in thousands)

                                                            Quarter ended
                                                     ---------------------------
                                                     January 31,     February 1,
                                                         1999           1998
                                                     -----------     -----------
Cash flows from operating activities:
  Net income (loss)                                      $   2,066    $  (6,116)
  Adjustments to reconcile net income
    (loss) to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                         11,396        8,744
      Provision for losses on accounts and
        notes receivable                                     3,028        2,300
      Changes in assets and liabilities,
        net of business acquisitions:
          Accounts and notes receivable                    230,554       81,295
          Inventory                                        (19,128)    (112,240)
          Other current assets                                 947          661
          Other assets                                     (12,769)      (5,953)
          Accounts payable                                (199,829)      21,193
          Accrued liabilities                                1,598       (5,806)
          Other liabilities                                    883        6,580
                                                         ---------    ---------
    Net cash provided by (used in) operating
      activities                                            18,746       (9,342)

Cash flows from investing activities:
  Purchases of property and equipment                      (18,134)     (15,401)
                                                         ---------    ---------
    Net cash used in investing activities                  (18,134)     (15,401)

Cash flows from financing activities:
  Proceeds from issuance of stock - stock option
    and employee stock purchase plans                          577        1,802
  Net borrowings under line of credit                           --       39,000
  Shareholder distributions - pooled companies                  --         (128)
  Net change in long-term obligations                       (1,246)        (771)
                                                         ---------    ---------
    Net cash provided by (used in) financing
      activities                                              (669)      39,903
                                                         ---------    ---------
Net increase (decrease) in cash and cash equivalents           (57)      15,160

Cash and cash equivalents at beginning of period            41,894       22,279
                                                         ---------    ---------
Cash and cash equivalents at end of period               $  41,837    $  37,439
                                                         =========    =========

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

                                       5
<PAGE>
                                 MICROAGE, INC.
             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. Certain prior year amounts have been reclassified to conform
with current year financial statement presentation. Operating results for the 13
weeks ended January 31, 1999 are not necessarily  indicative of the results that
may be expected for the year ending October 31, 1999.  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 1, 1998.

NOTE B - OTHER EXPENSES - NET

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

                                                        Quarters ended
                                                     -------------------
                                                     Jan. 31,    Feb. 1,
                                                       1999        1998
                                                     -------     -------
       Interest expense                              $   823     $ 2,346
       Expenses from sales of
         accounts receivable                           2,683       5,577
       Amortization expense                            2,367       2,117
       Other                                           1,375         901
                                                     -------     -------
                                                     $ 7,248     $10,941
                                                     =======     =======
                                       6
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Certain statements  contained in this Item may be  "forward-looking  statements"
within the  meaning of The  Private  Securities  Litigation  Reform Act of 1995.
Words  such  as  "estimates,"  "expects,"  "anticipates,"  "plans,"  "believes,"
"projects," and similar expressions identify forward-looking  statements.  These
forward-looking statements may include projections of revenue and net income and
issues  that  may  affect   revenue  or  net  income;   projections  of  capital
expenditures;  plans for  future  operations;  financing  needs or plans;  plans
relating to the Company's products and services; and assumptions relating to the
foregoing.  Forward-looking  statements  are  inherently  subject  to risks  and
uncertainties,  some of which cannot be predicted or  quantified.  Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking information. Some of the important factors
that could cause the Company's  actual results to differ  materially  from those
projected in forward-looking statements made by the Company include, but are not
limited to, the following:  intense competition;  narrow margins;  dependence on
supplier  incentive  funds;  product  supply  and  dependence  on  key  vendors;
potential  fluctuations  in  quarterly  results;  risks of declines in inventory
values;  no assurance of successful  acquisitions  or  investments;  the capital
intensive nature of the Company's business;  dependence on information  systems;
year  2000  issues;   dependence  on  independent   shipping  companies;   rapid
technological change; and possible volatility of stock price.  Reference is made
to Exhibit 99.1 of the Company's Report on Form 10-K for the year ended November
1,  1998  for  additional  discussion  of the  foregoing  factors.  The  Company
undertakes  no  obligations  to  publicly  update or revise any  forward-looking
statements, whether as a result of new information, future events, or otherwise.

The Company  operates  two   independent  businesses - a  distribution  business
operated through a wholly-owned  subsidiary,  Pinacor,  Inc.  ("Pinacor") and an
integration  business  ("MicroAge IT Services").  These businesses have separate
management teams,  operate  autonomously in their respective  marketplaces,  and
contract with  headquarters  for a limited  number of services,  such as payroll
processing, employee benefits and information services.

RESULTS OF OPERATIONS

The following table sets forth, for the indicated  periods,  data as percentages
of total revenue:
<TABLE>
<CAPTION>
                                                      Quarter ended
                               ---------------------------------------------------------------
                                 Jan. 31,      Nov. 1,      Aug. 2,     May 3,        Feb. 1,
                                   1999         1998         1998       1998           1998
                               ----------   ----------   ----------   ----------    ----------
<S>                            <C>           <C>           <C>            <C>             <C>
Revenue (in thousands)         $1,444,841   $1,572,824   $1,441,246   $1,326,950    $1,179,011
Cost of sales                        93.0%        93.1%        94.0%        93.6%         93.7%
                               ----------   ----------   ----------   ----------    ----------
Gross profit                          7.0          6.9          6.0          6.4           6.3
Operating and other expenses
 Operating expenses                   6.2          5.8          5.4          6.0           6.2
 Restructuring and other one-
   time charges                       0.0          0.0          0.0          0.4           0.0
                               ----------   ----------   ----------   ----------    ----------
Operating income                      0.9          1.1          0.6          0.0           0.1

Other expenses - net                  0.5          0.4          0.5          0.7           0.9
                               ----------   ----------   ----------   ----------    ----------
Income (loss) before income
 taxes                                0.4          0.7          0.1         (0.7)         (0.9)

Income tax provision (benefit)        0.2          0.5          0.1         (0.3)         (0.3)
                               ----------   ----------   ----------   ----------    ----------
Net income (loss)                     0.1%         0.2%         0.0%        (0.4)%        (0.5)%
                               ==========   ==========   ==========   ==========    ==========
</TABLE>
                                       7
<PAGE>
TOTAL REVENUE. Total revenue of $1.4 billion increased $266 million, or 23%, for
the quarter ended January 31, 1999 as compared to the quarter ended  February 1,
1998. This revenue increase included a $255 million, or 24%, increase in Pinacor
(distribution  business) revenue and a $12 million,  or 3%, increase in MicroAge
IT Services  revenue,  partially  offset by an increase  in the  elimination  of
intercompany  revenue.  The  increase  in revenue was  attributable  to sales to
resellers added since February 1, 1998, increased demand for the Company's major
suppliers'  products,  the Company's addition of new product offerings,  service
revenue growth and the growth of the microcomputer products industry.

GROSS PROFIT PERCENTAGE.  The Company's gross profit percentage was 7.0% for the
quarter ended January 31, 1999 and 6.3% for the quarter ended February 1, 1998.

The increase in the Company's gross profit  percentage was due to higher margins
in both Pinacor and MicroAge IT Services. Pinacor margins increased primarily as
a result of  increased  supplier  incentive  funds.  The  increase  in  supplier
incentive funds more than offset decreases in product trading margins, increased
freight expense and expenses from changes in suppliers'  terms and conditions on
price  protection  and returns.  The product  trading  margins  decreased due to
increased competitive pressures. The freight expense increase as a percentage of
revenue was primarily  due to a decrease in the average  selling price per pound
of product shipped as well as an increase in the cost per pound shipped.  Future
Pinacor  margins will  continue to be impacted by  competitive  pressures and by
changes in suppliers' terms and conditions.

MicroAge IT Services  margins  increased due to an increase in service  revenue,
which has higher gross margins than product revenue  margins.  This increase was
partially offset by lower margins on product sales to end-user  customers due to
competitive pricing pressures.

Future  gross  profit  percentages  may be  affected  by market  pressures,  the
introduction  of  new  Company  initiatives,  changes  in  revenue  mix,  future
acquisitions,  changes in supplier incentive funds,  changes in suppliers' terms
and   conditions,   the  Company's   utilization   of  early  payment   discount
opportunities,  supplier  pricing  actions,  and other  competitive and economic
pressures.   See  "Potential   Fluctuations  in  Operating  Results"  below  for
information  regarding  industry  trends  that may affect  future  gross  profit
percentages.

OPERATING EXPENSES. As a percentage of revenue, operating expenses were 6.2% for
the quarters  ended  January 31, 1999 and February 1, 1998.  Operating  expenses
increased  $16 million to $89 million for the quarter ended January 31, 1999, as
compared  to the  quarter  ended  February  1,  1998  primarily  as a result  of
increased business volume.

OTHER  EXPENSES - NET.  Other  expenses - net  decreased to $7.2 million for the
quarter ended January 31, 1999 from $10.9 million for the quarter ended February
1, 1998  primarily due to lower average daily  borrowings  resulting  from lower
inventory  balances  combined with higher accounts  payable  balances during the
quarter.

INCOME TAX PROVISION.  As a percentage of income (loss) before tax, income taxes
were 60.5% for the quarter  ended  January  31,  1999  compared to 39.9% for the
quarter ended February 1, 1998. The increase in the effective tax rate is due to
higher permanent  differences between book income and taxable income,  primarily
as a result of higher amounts of non-deductible goodwill amortization.

                                       8
<PAGE>
CHANGES IN SUPPLIER TERMS AND CONDITIONS

The key suppliers of the Company  provide  various  incentives for promoting and
marketing their product offerings.  A large portion of the incentives are passed
on to the Company's customers.  However, a portion of the incentives  positively
impact the Company's income.

Beginning  in May  1998,  the major  manufactures  announced  and/or  instituted
changes in their sales  incentive  programs and inventory  management  programs.
Pursuant to these changes, the major manufactures have (i) reduced the amount of
product that the Company is allowed to return,  (ii) reduced the amount of price
protection  coverage  offered to the Company  and (iii)  changed  incentives  to
programs based on sales of the manufacturers' products, rather than on purchases
of the products from the manufacturers.

In addition,  several of the Company's major suppliers have changed the terms of
their credit arrangements with the Company.  These changes include a decrease in
the number of days the Company has to pay for product  purchases  and a decrease
in the amount of reseller  purchases  from the Company  that the  suppliers  are
willing to subsidize.  These changes will increase the Company's working capital
requirements and financing  costs.  Further changes in incentives or other terms
and conditions could have a material  adverse effect on the Company's  operating
results.

POTENTIAL FLUCTUATIONS IN QUARTERLY 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,  the amount of supplier
incentive  funds  received by the Company,  the results of acquired  businesses,
product availability, competitive conditions, new product introductions, changes
in customer order patterns, changes in supplier terms and 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.  In addition,  although the Company's financial  performance
has not  exhibited  significant  seasonality  in the past,  the  Company and the
computer industry in general tend to follow a sales pattern with peaks occurring
near the end of the calendar year, due primarily to special supplier  promotions
and year-end business purchases.

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 addition,  as discussed above,
changes in supplier  payment terms will increase the Company's  working  capital
requirements.

                                       9
<PAGE>
The  Company has  acquired or invested  in, and intends to acquire or invest in,
resellers to increase core service competencies, expand the Company's geographic
coverage in key market areas, and strengthen the Company's direct  relationships
with end-user customers. Acquisitions or investments may be made utilizing cash,
stock, or a combination of cash and stock.

Cash  provided by  operating  activities  was $19 million for the quarter  ended
January 31,  1999 as  compared to cash used of $9 million for the quarter  ended
February 1, 1998.  During the quarter ended  January 31, 1999,  $231 million was
provided  by changes in  accounts  receivable.  This was due to an  increase  in
receivables  sold to a finance company during the quarter.  The cash provided by
receivables was offset by a $200 million decrease in accounts payable during the
quarter.

Cash used in investing  activities increased from $15 million during the quarter
ended  February 1, 1998 to $18 million during the quarter ended January 31, 1999
due to increased  purchases  of property and  equipment as a result of increased
spending for electronic  commerce  initiatives and capacity expansion in systems
and facilities.

Cash used in  financing  activities  was $1  million  during the  quarter  ended
January 31, 1999  compared  to cash  provided of $40 million  during the quarter
ended February 1, 1998. Cash provided for the quarter ended February 1, 1998 was
due to borrowings under the Company's line of credit.

The  Company  maintains  three  financing  agreements  (the  "Agreements")  with
financing  facilities totaling $800 million.  The Agreements include an accounts
receivable facility (the "A/R Facility") and inventory financing facilities (the
"Inventory Facilities").

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 $350  million  sold at any given time.  At January 31,  1999,  the net
amount of sold accounts receivable was $232 million.

The Inventory  Facilities provide for borrowings up to $450 million.  Within the
Inventory  Facilities,  the  Company  has lines of credit  for the  purchase  of
inventory from selected product  suppliers  ("Inventory  Lines of Credit") and a
line of credit for general working capital  requirements  ("Supplemental Line of
Credit").  Payments for products  purchased  under the Inventory Lines of Credit
vary depending upon the product  supplier,  but generally are due between 45 and
60 days from the date of the advance.  Amounts  borrowed under the  Supplemental
Line  of  Credit  may  remain  outstanding  until  the  expiration  date  of the
Agreements  (August  2000).  No interest  or finance  charges are payable on the
Inventory  Lines of Credit if payments  are made when due. At January 31,  1999,
the Company had $291 million  outstanding  under the  Inventory  Lines of Credit
(included in accounts payable in the accompanying  Balance Sheets),  and nothing
outstanding under the Supplemental Line of Credit.

Of the $800 million of financing  capacity  represented by the Agreements,  $277
million was unused as of January 31, 1999.  Utilization of the unused portion is
dependent upon the Company's collateral availability at the time the funds would
be needed.  There can be no  assurance  that the Company  will be able to borrow
adequate amounts on terms acceptable to the Company.

Borrowings  under  the  Agreements  are  secured  by  substantially  all  of the
Company's  assets,  and the Agreements  contain certain  restrictive  covenants,
including  tangible  net worth  requirements  and ratios of debt to tangible net
worth and  current  assets to current  liabilities.  At January  31,  1999,  the
Company was in compliance with these covenants.

                                       10
<PAGE>
In addition to the financing  facilities  discussed above, the Company maintains
an accounts  receivable  purchase  agreement (the "Purchase  Agreement")  with a
commercial  credit  corporation  (the  "Buyer")  whereby  the  Buyer  agrees  to
purchase,  from time to time at its option, on a limited recourse basis, certain
accounts  receivable of the Company.  Under the terms of the Purchase Agreement,
no finance  charges are assessed if the accounts are settled  within forty days.
At January  31,  1999,  the net  amount of sold  accounts  receivable  under the
Purchase Agreement was $29 million.

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

As discussed  above,  several of the Company's  major suppliers have changed the
terms of their credit  arrangements  with the Company.  These changes  include a
decrease in the number of days the Company has to pay for product  purchases and
a  decrease  in the  amount of  reseller  purchases  from the  Company  that the
suppliers  are willing to  subsidize.  These changes will increase the Company's
working capital requirements and financing costs. The additional borrowings that
will be  required  to pay these  suppliers  on shorter  terms  could  exceed the
borrowings  available  under the Agreements due to collateral  constraints.  The
Company has  requested  modifications  to the  Agreements to address this issue.
Although the Company expects to obtain the requested modifications, there can be
no  assurance  that the  modifications  will be  granted.  Failure to obtain the
requested modifications may limit the company's ability to purchase product from
its  suppliers,  which  could have a material  adverse  effect on the  Company's
operating results.

The  unavailability of a significant  portion of, or the loss of, the Agreements
or trade  credit  from  suppliers  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  $50 to $60  million  during  the
remainder of fiscal 1999.

INFLATION

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

                                       11
<PAGE>
PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a) On January 28, 1999, the Company's  Board of Directors  approved an
extension of the Company's  Amended and Restated Rights  Agreement from February
23, 1999 through the end of the current fiscal year, October 31, 1999.

         (b) None

         (c) None

         (d) None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

               10.1 Assignment and  Assumption of Lease between Pinacor Inc. and
                    Electronic Data Systems Corporation ("EDS"),  dated December
                    18, 1998,  assigning  Lease Agreement by and between KREG-SW
                    and EDS.

               10.2 MicroAge, Inc. Compensation Trust, dated  February 23, 1999,
                    by and between  MicroAge,  Inc. and  Northern  Trust Bank of
                    Arizona, N.A. (1)

               11   EPS Detail  Calculation  (Statement  re:  Computation of Per
                    Share Earnings)

               27   Financial Data Schedule


          ----------
               (1)  Management contract for compensatory plan or arrangement.

          (b)  During the quarter ended January 31, 1999,  the Company filed one
               report on Form 8-K,  dated January 13, 1999 and filed January 19,
               1999,  pursuant to Items 5 and 7, to file a copy of the Company's
               press release entitled,  "MicroAge, Inc. Announces Fourth Quarter
               and  Fiscal  Year  End  1998  Financial  Results  and  Status  of
               Pinacor."

                                       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 16, 1999             By: /s/ Jeffrey D. McKeever
                                     -----------------------------------------
                                         Jeffrey D. McKeever
                                         Chairman of the Board and
                                         Chief Executive Officer

Date: March 16, 1999             By: /s/ James R. Daniel
                                     -----------------------------------------
                                         James R. Daniel
                                         Executive Vice President
                                         Chief Financial Officer and Treasurer


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                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION
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10.1    Assignment and  Assumption of Lease between  Pinacor Inc. and Electronic
        Data Systems  Corporation  ("EDS"),  dated December 18, 1998,  assigning
        Lease Agreement by and between KREG-SW and EDS.

10.2    MicroAge,  Inc.  Compensation  Trust,  dated  February 23, 1999,  by and
        between MicroAge, Inc. and Northern Trust Bank of Arizona, N.A. (1)

11      EPS Detail Calculation (Statement re: Computation of Per Share Earnings)

27      Financial Data Schedule

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(1) Management contract for compensatory plan or arrangement.