SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-Q/A No. 1


(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 1, 1998 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 December 31, 1998 was 20,315,711.
<PAGE>
This Form 10Q/A No. 1 for MicroAge, Inc. (the "Company") is being filed pursuant
to Regulation  S-K Item  601(c)(2)(iii)  to amend the Form 10Q for the quarterly
period ended  February 1, 1998 due to an  aquisition  in fiscal 1997  originally
accounted  for as a  pooling  of  interests  that has been  restated  under  the
purchase  method of accounting  (see Note A of Notes to  Consolidated  Financial
Statements (Unaudited) for additional information).

                                      INDEX

                                 MICROAGE, INC.


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Consolidated balance sheets -- February 1, 1998 and
          November 2, 1997.                                                2

          Consolidated statements of operations -- Quarters ended
          February 1, 1998 and February 2, 1997.                           3

          Consolidated statements of cash flows -- Quarters ended
          February 1, 1998 and February 2, 1997.                           4

          Notes to consolidated financial statements.                      5

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

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                11

SIGNATURES                                                                12
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

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

                                     ASSETS
                                                       February 1,   November 2,
                                                          1998          1997
                                                      -----------    -----------
Current assets:                                                     
  Cash and cash equivalents                           $   37,439     $  22,279
  Accounts and notes receivable, net                     177,529       233,942
  Inventory, net                                         601,161       479,332
  Other                                                   10,877        11,356
                                                      ----------     ---------
     Total current assets                                827,006       746,909
                                                                    
Property and equipment, net                               85,731        73,975
Intangible assets, net                                   111,847        85,903
Other                                                     13,660        12,609
                                                      ----------     ---------
Total assets                                          $1,038,244     $ 919,396
                                                      ==========     =========
                                                                    
                      LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:                                              
  Accounts payable                                    $  647,126     $ 591,538
  Accrued liabilities                                     18,470        22,527
  Current portion of long-term obligations                 3,027         2,744
  Other                                                    3,402         3,836
                                                      ----------     ---------
     Total current liabilities                           672,025       620,645
                                                                    
Line of credit                                            69,650        30,650
Long-term obligations                                      4,802         4,537
Other long-term liabilities                                8,884         1,239
                                                                    
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 1, 1998 - 19,574,852                           
            November 2, 1997 - 18,451,653                    196           184
  Additional paid-in capital                             196,968       170,829
  Retained earnings                                       85,885        92,129
  Treasury stock, at cost;                                          
    Shares: February 1, 1998 - 16,378                               
            November 2, 1997 - 80,378                       (166)         (817)
                                                      ----------     ---------
     Total stockholders' equity                          282,883       262,325
                                                      ----------     ---------
     Total liabilities and stockholders' equity       $1,038,244     $ 919,396
                                                      ==========     =========
                                                                  
   The accompanying notes are an integral part of these financial statements.

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

                                                       Quarter ended
                                                ----------------------------
                                                February 1,     February 2,
                                                   1998            1997
                                                -----------     -----------

Revenue                                         $ 1,179,011       $884,758

Cost of sales                                     1,105,186        824,218
                                                -----------       --------

Gross profit                                         73,825         60,540

Operating expenses                                   73,061         46,870
                                                -----------       --------

Operating income                                        764         13,670

Other expenses - net                                 10,941          4,881
                                                -----------       --------

Income (loss) before income taxes                   (10,177)         8,789

Income tax provision (benefit)                       (4,061)         3,719
                                                -----------       --------

Net income (loss)                               $    (6,116)      $  5,070
                                                ===========       ========
Net income (loss) per common and
common equivalent share:
  Basic                                         $     (0.31)      $   0.31
                                                ===========       ========

  Diluted                                       $     (0.31)      $   0.29
                                                ===========       ========
Weighted average common and common
equivalent shares outstanding:
  Basic                                              19,456         16,242
                                                ===========       ========

  Diluted                                            19,456         17,227
                                                ===========       ========

   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)

                                                             Quarter ended
                                                       -------------------------
                                                       February 1,   February 2,
                                                          1998          1997
                                                       -----------   -----------

Cash flows from operating activities:
  Net income (loss)                                    $  (6,116)     $   5,070
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
    Depreciation and amortization                          8,744          5,702
    Provision for losses on accounts and notes
     receivable                                            2,300          1,634
    Changes in assets and liabilities, net of
     business acquisitions:
      Accounts and notes receivable                       81,295         71,475
      Inventory                                         (112,240)      (141,315)
      Other current assets                                   661            868
      Other assets                                        (5,953)          (986)
      Accounts payable                                    21,193        (10,764)
      Accrued liabilities                                 (5,806)        (6,127)
      Other liabilities                                    6,580          5,347
                                                       ---------      ---------
   Net cash used in operating activities                  (9,342)       (69,096)

Cash flows from investing activities:
 Purchases of property and equipment                     (15,401)        (5,496)
                                                       ---------      ---------
   Net cash used in investing activities                 (15,401)        (5,496)

Cash flows from financing activities:
 Proceeds from issuance of stock - stock option
  and employee stock purchase plans                        1,802          2,628
 Net borrowings under line of credit                      39,000         62,735
 Amounts received from ESOT                                   --            123
 Shareholder distributions - pooled companies               (128)            --
 Net change in long-term obligations                        (771)          (277)
                                                       ---------      ---------
   Net cash provided by financing activities              39,903         65,209
                                                       ---------      ---------
Net increase (decrease) in cash and cash equivalents      15,160         (9,383)

Cash and cash equivalents at beginning of period          22,279         21,935
                                                       ---------      ---------
Cash and cash equivalents at end of period             $  37,439      $  12,552
                                                       =========      =========

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

                                       4
<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
quarter  ended  February 1, 1998 are not  necessarily  indicative of the results
that  may be  expected  for the  year  ending  November  1,  1998.  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 2, 1997.

On November 14, 1997,  the Company issued shares of its common stock in exchange
for all of the outstanding  shares of a reseller.  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.

In addition,  the Company's consolidated financial statements have been restated
for a fiscal 1997 acquisition.  This acquisition was originally accounted for on
a pooling of interests basis.  Information came to light indicating that actions
taken by the former  owners of the  acquired  business  rendered  the pooling of
interests accounting inappropriate. The Company has restated the fiscal 1997 and
1996 financial  statements to reflect such acquisition using the purchase method
of accounting.  The Company has also restated the previously issued consolidated
results for each of the first  three  fiscal  quarters  of 1998 to reflect  such
acquisition using the purchase method of accounting. The charge was $702,000 per
quarter of additional goodwill amortization shown as other expense in the income
statement.

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 February 2, 1997:
                                                       Pooling
                                                     Converted to
                    MicroAge, Inc.    Acquired Co.     Purchase        Combined
                    --------------    ------------     --------        --------
      Revenue         $ 890,748         $ 6,672        $(12,662)        $884,758
      Net income      $   4,857         $   180        $     33         $  5,070

In addition,  certain amounts  receivable from vendors have been reclassified to
accounts payable to conform with industry practice

                                       5
<PAGE>
NOTE B - OTHER EXPENSES - NET

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

                                             Quarters ended
                                       -------------------------
                                       February 1,   February 2,
                                         1998           1997
                                         ----           ----
       Interest expense                $ 2,346        $   595
       Expenses from sales of
         accounts receivable             5,577          4,264
       Amortization expense              2,117            392
       Other                               901           (370)
                                       -------         ------

                                       $10,941         $4,881
                                       =======         ======


                                       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.
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
2,  1997  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.

On November 14, 1997,  the Company issued shares of its common stock in exchange
for all of the outstanding  shares of a 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.  In addition,  a
1997  acquisition  originally  accounted  for as a pooling of interests has been
restated  under  the  purchase  method  of  accounting.  See  Note A of Notes to
Consolidated Financial Statements (Unaudited) for additional information.

RESULTS OF OPERATIONS

The following table sets forth, for the indicated  periods,  data as percentages
of total revenue:
<TABLE>
<CAPTION>
                                                       Quarter ended
                               ------------------------------------------------------------
                                 Feb. 1,      Nov. 2,      Aug. 3,      May 4,      Feb. 2,
                                  1998         1997         1997         1997        1997
                               ----------   ----------   ----------   ----------   --------
<S>                            <C>          <C>          <C>          <C>          <C>
Revenue (in thousands)         $1,179,011   $1,318,871   $1,117,275   $1,058,304   $884,758
Cost of sales                        93.7%        93.2%        93.1%        93.3%      93.2%
                               ----------   ----------   ----------   ----------   --------
Gross profit                          6.3          6.8          6.9          6.7        6.8

Operating expenses                    6.2          5.2          5.2          5.0        5.3
                               ----------   ----------   ----------   ----------   --------
Operating income                      0.1          1.6          1.7          1.7        1.5

Other expenses - net                  0.9          0.6          0.7          0.7        0.5
                               ----------   ----------   ----------   ----------   --------
Income (loss) before income
taxes                                (0.8)         1.0          1.0          1.0        1.0

Income tax provision (benefit)       (0.3)         0.4          0.4          0.4        0.4
                               ----------   ----------   ----------   ----------   --------
Net income (loss)                    (0.5)%        0.6%         0.6%         0.6%       0.6%
                               ==========   ==========   ==========   ==========   ========
</TABLE>

                                       7
<PAGE>
TOTAL REVENUE. Total revenue of $1.2 billion increased $294 million, or 33%, for
the quarter ended  February 1, 1998 as compared to the quarter ended February 2,
1997.  This  revenue  increase  included a $197  million,  or 37%,  increase  in
distribution  business  revenue and a $96 million,  or 28%,  increase in systems
integration  business revenue. The increase in revenue was attributable to sales
to resellers  added since February 2, 1997,  increased  demand for the Company's
major suppliers' products, the Company's addition of new product offerings,  the
growth of the  microcomputer  products  industry  and  acquisitions  of reseller
locations.

Total revenue decreased $140 million, or 11%, when compared to the quarter ended
November  2,  1997.  This  revenue  decrease  included a $108  million,  or 13%,
decrease in distribution  business revenue and a $30 million, or 6%, decrease in
systems integration business revenue. The distribution  business was impacted by
competitive  issues  (see Gross  Profit  Percentage  below) and the  integration
business  was  impacted  by issues  related to the  purchases  of  company-owned
locations.  During the calendar year ended  December 31, 1997, the Company added
32  company-owned  locations.  The  process of  assimilating  the new  locations
diverted  management time from sales and profit momentum to internal systems and
organizational issues.

GROSS PROFIT PERCENTAGE.  The Company's gross profit percentage was 6.3% for the
quarter ended February 1, 1998 and 6.8% for the quarter ended February 2, 1997.

The decrease in the  Company's  gross  profit  percentage  was  primarily in the
Company's  distribution  business.  In an effort to reduce  inventory levels and
reduce price protection risk, the Company  initially  decided not to participate
in inventory buy-in opportunities  offered by certain key suppliers in the first
fiscal quarter of 1998.  Certain  competitors that did participate in the buy-in
opportunities  received  more of the  products  that were in high demand and had
supplier  incentive funds which allowed them to  aggressively  price products to
customers.  This affected both the Company's  sales volume and margins as prices
were reduced to maintain market share. In response to the competitive situation,
the Company did elect to participate in the buy-in opportunities mid-way through
the  quarter,  however,  executing  these  buy-ins  mid-quarter  resulted in the
Company not achieving certain suppliers' sales out objectives,  which would have
generated additional incentive funds.

OPERATING EXPENSES. As a percentage of revenue, operating expenses were 6.2% for
the  quarter  ended  February 1, 1998  compared  to 5.3% for the  quarter  ended
February 2, 1997.  Operating  expenses  increased $26.2 million to $73.1 million
for the  quarter  ended  February 1, 1998,  as  compared  to the  quarter  ended
February 2, 1997. The increase in operating expenses was primarily  attributable
to acquisitions of reseller  locations (which generally have higher gross margin
and  operating  expense   percentages  than  the  Company's  other  businesses),
increased  spending in support of electronic  commerce  initiatives and capacity
expansion in personnel, systems and facilities.

OTHER  EXPENSES - NET.  Other expenses - net increased to $10.93 million for the
quarter ended  February 1, 1998 from $4.9 million for the quarter ended February
2,  1997.  This  increase  was  primarily  due to  increases  in  average  daily
borrowings to support  higher  inventory and accounts  receivable  levels and to
increased amortization expense associated with goodwill from acquisitions.

                                       8
<PAGE>
SUPPLIER INCENTIVE FUNDS

The Company  receives  funds from  certain  suppliers  which are earned  through
marketing programs or meeting purchasing or other objectives  established by the
supplier.  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.  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.

SUBSEQUENT EVENT

In February,  1998, the Company announced a plan to restructure the Company into
two  independent  businesses  -  a  distribution  business  and  an  integration
business.  These businesses will have separate  management  teams,  will operate
autonomously  in  their   respective   marketplaces,   and  will  contract  with
headquarters  for a limited  number of  services,  such as  payroll  processing,
employee  benefits and information  services.  Restructuring  and other one-time
charges  will be  recognized  in the second  quarter  of fiscal  1998 to reflect
employee termination benefits and other costs related to the restructuring.  The
amount of the charges has not yet been determined.

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 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.

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.  During the quarter ended February 1, 1998, the Company
completed three  acquisitions in exchange for 1,632,382  shares of common stock.
See  Part  II,  Item  2(c)  below  for   additional   information   about  these

                                        9
<PAGE>
acquisitions.  The Company's  future  acquisitions  or  investments  may be made
utilizing cash, stock, or a combination of cash and stock.

Cash used in operating  activities was $9 million for the quarter ended February
1, 1998 as compared to $69 million for the quarter ended  February 2, 1997.  The
decrease was  primarily  due to a change in cash used by inventory  and accounts
payable.  During the quarter  ended  February  1, 1998,  $91 million was used in
operating activities for inventory and accounts payable compared to $152 million
during the  quarter  ended  February  2, 1997.  In  addition,  cash  provided by
accounts receivable increased from $71 million to $81 million.

The number of days cost of sales in ending  inventory  increased from 35 days at
November 2, 1997 to 49 days at February 1, 1998.  This increase in inventory was
due to inventory buy-ins executed during the quarter (see discussion above under
Gross Profit  Percentage).  The number of days' cost of sales in ending accounts
payable  increased  from 49 days at  November  2, 1997 to 53 days at February 1,
1998.  The number of days' sales in ending  accounts  receivable  was 14 days at
February 1, 1998 compared to 16 days at November 2, 1997. The  receivables  days
adjusted for sold  receivables  were 37 days and 35 days at February 1, 1998 and
November 2, 1997, respectively.

Cash used in investing  activities  increased from $6 million during the quarter
ended  February 2, 1997 to $15 million during the quarter ended February 1, 1998
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 provided by financing  activities  was $40 million during the quarter ended
February 1, 1998 compared to $65 million  during the quarter  ended  February 1,
1997.  This change was primarily due to a smaller  increase in borrowings  under
the Company's line of credit.

The  Company  maintains  three  financing  agreements  (the  "Agreements")  with
financing  facilities totaling $675 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  February 1, 1998,  the net
amount of sold accounts receivable was $296 million.

The Inventory  Facilities provide for borrowings up to $325 million.  Within the
Inventory  Facilities,  the  Company  has lines of credit  for the  purchase  of
inventory from selected product suppliers  ("Inventory Lines of Credit") of $175
million  and  a  line  of  credit  for  general  working  capital   requirements
("Supplemental Line of Credit") of $150 million. 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 February  1, 1998,  the  Company had $47 million  outstanding
under the  Inventory  Lines of  Credit  (included  in  accounts  payable  in the
accompanying Balance Sheets), and $70 million outstanding under the Supplemental
Line of Credit.

Of the $675 million of financing  capacity  represented by the Agreements,  $262
million was unused as of February 1, 1998.  Utilization of the unused portion is
dependent upon the Company's collateral availability at the time the funds would

                                       10
<PAGE>
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  February  1, 1998,  the
Company was in compliance with these covenants.

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  February  1, 1998,  the net  amount of sold  accounts  receivable  under the
Purchase Agreement was $6.1 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.

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 $5 to $10 million during the second
quarter of fiscal 1998.

INFLATION

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


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits

            11 - Calculation of Net Income (Loss) Per Common Share

            27 - Financial Data Schedule

       (b)  Report on Form 8-K

            During the quarter  ended  February 1, 1998,  the Company  filed one
            report on Form 8-K, dated and filed  December 10, 1997,  pursuant to
            Items  5 and 7,  to  file a copy  of  the  Company's  press  release
            entitled,  "Strong Fourth Quarter  Highlights  Fiscal 1997 Financial
            Results."

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<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: January 28, 1999                  By: /s/ Jeffrey D. McKeever
                                           --------------------------------
                                           Jeffrey D. McKeever
                                           Chairman of the Board and
                                           Chief Executive Officer



Date: January 28, 1999                  By: /s/ James R. Daniel
                                           --------------------------------
                                           James R. Daniel
                                           Senior Vice President
                                           Chief Financial Officer and Treasurer


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