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

                                        FORM 10-Q

(MARK ONE)

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

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 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: 333-44273


                                    FWT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                          TEXAS                              75-1040743
            (STATE OR OTHER JURISDICTION OF                (IRS EMPLOYER
             INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                                  5750 E. I-20
                             FORT WORTH, TEXAS 76119
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                 (817) 255-3060
                   (TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

             701 HIGHLANDER BLVD., SUITE 200, ARLINGTON, TEXAS 76015
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT)

      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 [ ] NO [X]

      INDICATED BELOW IS THE NUMBER OF SHARES OUTSTANDING OF EACH CLASS OF THE
REGISTRANT'S COMMON STOCK AS OF MARCH 17, 1999.

      THERE WERE 136.14 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE
$10.00 PER SHARE, OUTSTANDING AS OF MARCH 17, 1999.
<PAGE>
FWT, INC.
FORM 10-QSB - Quarter Ended January 31, 1999


PART I.     FINANCIAL INFORMATION.
<TABLE>
<CAPTION>
Item 1. Financial Statements                                                         Page Number
<S>                                                                                        <C>
      Balance Sheets (unaudited) as of January 31, 1999 and April 30, 1998 ............    3

      Statements of Income (unaudited) for the Three and Nine Month Periods Ending ....    4
      January 31, 1999 and 1998

      Statements of Cash Flows (unaudited) for the Three and Nine Month Periods .......    5
      Ending January 31, 1999 and 1998

      Statement of Shareholders' Equity (Deficit) (unaudited) for the Nine months ended
      January 3,1999 ..................................................................    6

      Notes to Financial Statements ...................................................    7


Item 2. Management's Discussion and Analysis of Financial Condition ...................   12
      And Results of Operation


PART II - OTHER INFORMATION

Item 1. Legal Proceedings .............................................................   18

Item 2. Changes in Securities .........................................................   18

Item 3. Defaults Upon Senior Securities ...............................................   18

Item 4. Submission of Matters to a Vote of Security Holders ...........................   18

Item 5. Other Information .............................................................   18

Item 6. Exhibits and Reports on Form 8-K ..............................................   19

      Signatures
</TABLE>
                                       2
<PAGE>
                                    FWT, INC.
                                      BALANCE SHEETS
                                    UNAUDITED
                    AS OF JANUARY 31, 1999 AND APRIL 30, 1998
                                      (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                               JANUARY 31,    APRIL 30,
                                                                  1999          1998
                                                               -----------    ---------
<S>                                                            <C>            <C>      
      ASSETS
      Current Assets:
        Cash and cash equivalents ..........................   $       437    $   5,890
        Accounts receivable, net of allowance for doubtful
        accounts of $218 and $175 respectively .............         5,159        6,743

        Inventories ........................................         7,676        8,828

        Prepaid expenses ...................................           317        2,327
        Other
        assets .............................................            46           52
                                                               -----------    ---------
             Total current assets ..........................        13,635       23,831
                                                               -----------    ---------
      Property, plant & equipment
        Land and land improvements .........................         1,508          924
        Buildings and building improvements ................         5,342        4,810
        Machinery and equipment ............................         8,998        6,802
                                                               -----------    ---------
                                                                    15,848       12,536
        Less accumulated depreciation ......................        (4,083)      (3,062)
             Net property, plant, and equipment ............        11,765        9,474
      Deferred tax asset ...................................          --         20,607
      Other noncurrent assets ..............................         5,316        5,807
                                                               ===========    =========
      Total assets .........................................   $    30,716    $  59,719
                                                               ===========    =========
      LIABILITIES AND SHAREHOLDERS' EQUITY
      Current Liabilities:
        Current portion of long-term debt ..................   $      --      $    --
        Accounts payable ...................................         5,429        6,026
        Accrued interest ...................................         2,198        4,763
        Accrued expenses and other liabilities .............         3,568        4,031
        Notes payable ......................................         4,095           52
             Total current
             liabilities ...................................        15,290       14,872
      Long-term debt, less current portion .................       105,000      105,000
                                                               -----------    ---------
             Total liabilities .............................       120,290      119,872
                                                               -----------    ---------
      Commitments and Contingencies

      Shareholders' Equity (Deficit):
        Common stock, $10 par value; 1,000 shares authorized,            4            4
        372 shares issued, 372 shares outstanding
        Additional paid-in capital .........................        29,583       29,676
        Treasury stock, at cost, 235.86 shares .............       (83,100)     (83,100)
        Retained earnings (deficit) ........................       (36,061)      (6,640)
                                                               -----------    ---------
             Total shareholders' equity (deficit): .........       (89,574)     (60,153)
                                                               -----------    ---------
      Total liabilities and shareholders' equity (deficit) .   $    30,716    $  59,719
                                                               ===========    =========
</TABLE>
      The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                                        FWT, INC.
                                  Statements of Income
                                        UNAUDITED
          FOR THE THREE AND NINE MONTH PERIODS ENDED JANUARY 31, 1999 AND 1998
                                     (IN THOUSANDS)
<TABLE>
<CAPTION>
                                           QUARTER ENDED          NINE MONTHS ENDED
                                            JANUARY 31,               JANUARY 31,
                                        --------------------    --------------------
                                          1999        1998        1999        1998
                                        --------    --------    --------    --------
<S>                                     <C>         <C>         <C>         <C>     
 Sales ..............................   $ 14,235    $ 20,691    $ 50,256    $ 58,041
 Cost of sales ......................     14,229      14,692      41,965      41,344
                                        --------    --------    --------    --------
 Gross profit .......................          6       5,999       8,291      16,697

 Selling, administrative and
 general expenses ...................      3,222       2,874       8,773       8,263
                                        --------    --------    --------    --------
 Operating income ...................     (3,216)      3,124        (482)      8,434
 Interest income ....................       --            65          70         311
 Interest expense ...................     (2,887)     (2,601)     (8,675)     (3,004)
 Other income (expense) net .........         71          71         273         210
 Gain/loss on sale of fixed assets ..       --            34           0         176
                                        --------    --------    --------    --------
 Total other income and expenses ....     (2,816)     (2,431)     (8,331)     (2,307)

 Income before tax provision ........     (6,032)        694      (8,813)      6,127

 Income tax provision ...............     20,607         255      20,607         368
                                        --------    --------    --------    --------
 Net income before extraordinary item    (26,639)        439     (29,421)      5,759

 Extraordinary item, net of tax
 benefit of $863 ....................       --        (1,517)       --        (1,517)
                                        --------    --------    --------    --------
 Net income (loss) ..................   ($26,639)   ($ 1,078)   ($29,421)   $  4,242
                                        ========    ========    ========    ========

Pro Forma Financial Information:
 Pro Forma adjustment for federal
   tax provision ....................       --          --          --      $  2,038
                                        ========    ========    ========    ========
 Pro Forma net income ...............       --          --          --      $  2,204
                                        ========    ========    ========    ========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                                        FWT, INC.
                                  STATEMENTS OF INCOME
                                        UNAUDITED
          FOR THE THREE AND NINE MONTH PERIODS ENDED JANUARY 31, 1999 AND 1998
                                     (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                                 JANUARY 31,                     JANUARY 31,
                                                                          -------------------------       -------------------------
                                                                            1999            1998            1999            1998
                                                                          ---------       ---------       ---------       ---------
<S>                                                                       <C>             <C>             <C>             <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income beforeextraordinary item ..........................      $ (26,639)      $     439       $ (29,421)      $   5,759
    ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET                               --
      CASH PROVIDED BY OPERATING ACTIVITIES                                    --
      Provision for losses on accounts receivable ..................            328                             354            
      Depreciation .................................................          4,015             264           1,020             674
      Amortization .................................................            238             142             491             142
      Net loss (gain) on sale of property and equipment ............           --               (45)           --              (187)
    ADJUSTMENTS TO WORKING CAPITAL ACCOUNTS                                    --
      Accounts receivable ..........................................          6,260             533           1,221           1,660
      Inventories ..................................................          4,212             137           1,151          (2,933)
      Prepaid expenses .............................................            540            (208)          2,010          (1,565)
      Other assets .................................................         20,808             610          20,613            (272)
      Accounts payable .............................................         (4,298)            500            (589)         (4,511)
      Accrued expenses and other liabilities .......................         (2,938)            192          (3,036)          1,620
                                                                          ---------       ---------       ---------       ---------
           Net cash provided by operating activities ...............          2,526           2,564          (6,185)         (9,931)
                                                                          ---------       ---------       ---------       ---------
 CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for property and equipment .......................           (292)           (316)         (3,311)           (985)
     Proceeds from sales of property and equipment .................                             34               1             239
                                                                          ---------       ---------       ---------       ---------
           Net cash used in investing activities ...................           (292)           (282)         (3,310)           (746)
                                                                          ---------       ---------       ---------       ---------
      Proceeds from notes payable, net of financing costs ..........         23,902          97,141          31,245         117,141
      Payments of notes payable ....................................        (22,179)       (120,468)        (27,203)       (120,468)
      Proceeds from long-term debt issued, net of
          issuance costs ...........................................           --            99,830            --            99,830
      Payments of long-term debt, including current
           maturities ..............................................                         (1,598)           --            (1,700)
      Payments for acquisition of treasury stock ...................           --           (80,483)           --           (80,483)
      Distributions paid to shareholders ...........................           --                              --           (21,000)
                                                                          ---------       ---------       ---------       ---------
           Net cash used in  financing activities ..................      $   1,723       $  (5,578)      $   4,042       $  (6,680)
                                                                          ---------       ---------       ---------       ---------
 Net Increase (Decrease) In Cash and Cash Equivalents ..............            343          (3,296)         (5,453)          2,505
                                                                          ---------       ---------       ---------       ---------
 Cash and Cash Equivalents, beginning of period ....................             94          10,284           5,890           4,483
                                                                          ---------       ---------       ---------       ---------
 Cash and Cash Equivalents, end of period ..........................      $     437       $   6,988       $     437       $   6,988
                                                                          =========       =========       =========       =========
</TABLE>
                                       5
<PAGE>
                                    FWT, INC.
                   STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE NINE MONTHS ENDING JANUARY 31, 1999
                                    UNAUDITED
                       (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                           COMMON STOCK         ADDITIONAL     RETAINED          TREASURY STOCK           TOTAL
                                      -----------------------    PAID-IN       EARNINGS     -----------------------   SHAREHOLDERS'
                                        SHARES       AMOUNT      CAPITAL      (DEFICIT)       SHARES       AMOUNT        EQUITY 
                                      ----------   ----------   ----------    ----------    ----------   ----------    ----------
<S>                                          <C>   <C>          <C>           <C>               <C>      <C>           <C>        
Balance April 30, 1998 ............          372   $        4   $   29,583    ($   6,640)       235.86   ($  83,100)   ($  60,153)

   Net Loss for the nine months
     ended January 31, 1999 .......                             ($  29,421)  
                                      ==========   ==========   ==========    ==========    ==========   ==========    ==========
Balance January 31, 1999 ..........          372   $        4   $   29,583    ($  36,061)       235.86   ($  83,100)   ($  29,421)
                                      ==========   ==========   ==========    ==========    ==========   ==========    ==========
</TABLE>
                                       6
<PAGE>
                                    FWT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED

Basis of Presentation

These unaudited financial statements reflect all normal and recurring
adjustments that are, in the opinion of management, necessary to present a fair
statement of FWT, Inc.'s ("FWT" or the "Company") financial position as of
January 31, 1999 and the results of its operations for the three and nine month
periods ending January 31, 1999 and 1998. These financial statements include
estimates and assumptions made by management that affect the reported amounts of
assets and liabilities, the reported amounts of revenues and expenses, and
provisions for and the disclosure of contingent assets and liabilities. Actual
results could differ from such estimates. Results of operations for interim
periods are not necessarily indicative of results to be obtained for the full
fiscal year.

Note 1 - Recapitalization and Stock Purchase

On November 12, 1997, the Company, FWT Acquisition Inc., T.W. Moore, Betty
Moore, Roy J. Moore, Thomas F. Moore and Carl R. Moore (each of the natural
persons, (the "Former Shareholders") entered into and consummated the
transactions set forth in a Stock Purchase and Redemption Agreement and related
agreements. Such agreements contemplated two primary transactions. The "Initial
Transaction" included (i) the incurrence by the Company of $100 million senior
secured indebtedness (the "Senior Indebtedness"), (ii) redemption by the Company
of an aggregate of 235.86 shares of the Company's common stock from the Former
Shareholders for consideration totaling approximately $83.6 million, (iii) the
repayment of outstanding indebtedness of the Company totaling approximately
$22.1 million, and (iv) the distribution of an immaterial amount of selected
assets to certain Former Shareholders (such transactions are collectively
referred to as the "Recapitalization"). The second transaction included the
purchase by FWT Acquisition, Inc. of an aggregate of 108.91 shares of the
Company's common stock from Former Shareholders for consideration totaling
approximately $36 million (the "Stock Purchase"). As a result of the Stock
Purchase, FWT Acquisition, Inc. holds 80% of the issued and outstanding Common
Stock, and three of the Former Shareholders hold 20% of the issued and
outstanding Common Stock. For financial reporting purposes, the Recapitalization
was accounted for as an acquisition of treasury stock.

      The borrowings under the Senior Indebtedness, cash from the Company of
approximately $5.0 million, notes payable of approximately $2.5 million to the
Former Shareholders, and distribution of selected assets to certain former
shareholders, were used to consummate the Recapitalization. In order to repay
the Senior Indebtedness, the Company issued $105.0 million aggregate principal
amount of 9 7/8 % Senior Subordinated Notes (the "Senior Subordinated Notes").
The Senior Subordinated Notes were subsequently redeemed pursuant to an Exchange
Offer that expired on April 12,1998. All outstanding Senior Subordinated Notes
were redeemed in the exchange for 9 7/8% Senior Subordinated Notes (the
"Notes") having substantially the same terms and conditions.

Note 2 -- Cash Equivalents

The Company considers all highly liquid short-term investments purchased with
original maturities of three months or less to be cash equivalents. The cost of
such short-term investments approximated fair value.

Note 3 -- Inventories

Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out (FIFO) method. Inventory costs include material, labor
and factory overhead. Total inventories as of January 31, 1999 and April 30,
1998 included the following (amounts in thousands):

                                                         January 31,   April 30,
                                                             1999         1998
                                                         -----------   ---------
            Finished goods ...........................   $     4,746   $   4,847
            Work-in process and raw materials ........         2,930       3,981
                                                         -----------   ---------
            Total Inventories ........................   $     7,676   $   8,828
                                                         ===========   =========

                                       7
<PAGE>
Note 4 -- Revenue Recognition

Revenue from sales is recognized when the earnings process is complete, which is
generally at the time of product shipment. In circumstances where shipments are
delayed at the customer's request, revenue is recognized upon completion of the
product and payment is received from the customer. Management believes that
payment represents acknowledgment by the customer that all contractual terms are
binding, the product has been manufactured according to customer specifications
and engineering design, and the product is available for delivery according to
the schedule fixed by the customer. Accordingly, management believes that the
risk of ownership has passed and the earnings process is complete.

During the nine months ended January 31, 1999 the Company received orders from a
customer pursuant to a long-term contract under which the Company was to
provide, among other things, engineering services, shelters, construction
service for the build out of a fiber optic network. Sales of approximately $3.5
million were recognized during the nine months ended January 31, 1999. On
January 20, 1999 the contract for construction services and other services was
terminated and all work in process related thereto was invoiced. The Company
continues to provide shelters to this customer.


Note 5 -- Federal and State Income Taxes

Effective November 12, 1997, the Company elected to be taxed as a Subchapter C
corporation. Prior to November 12, 1997, the Company was a Subchapter S
corporation. Accordingly, no provision for federal income taxes is reflected in
the accompanying statements of income for the three and nine month periods ended
January 31, 1998, as well as for the periods prior to November 11, 1997. The
provisions recorded relate to the period subsequent to November 12, 1998 and pro
forma information discloses what the tax provision would have looked like if the
corporation had been taxed as a Subchapter C Corporation for the entire
accounting period from May 1, 1997 through January 31, 1998.

During the time that the Company was a Subchapter S Corporation, it had made an
election under Section 444 of the Internal Revenue Code of 1986 as Amended (the
"Code") to retain a fiscal year end of April 30. As a result of such election,
the Company was required to pay an amount held by the IRS to offset timing
differences in the payment of estimated taxes by the Company's shareholders. As
of January 31, 1998 the Company had made payments pursuant to this requirement
of $1,960,702 that were included in prepaid expenses at January 31, 1998. Such
amount was refunded in fiscal year 1999 and thus the related amount was removed
from prepaid expenses by January 31, 1999.

The accompanying statements of income include provisions for state income taxes.
For the periods through November 11, 1998, such provisions include amounts for
various states in which the Company was subject to income taxes and those states
did not recognize Subchapter S corporations.

In connection with the transactions discussed in Note 1, the parties to the
transactions elected jointly to treat the Recapitalization and Stock Purchase as
an asset acquisition under Section 338(h)(10) of the Code. As a result, the
Company recorded a deferred tax asset of $20.6 million (net of a valuation
allowance of $20.0 million) and is included in other noncurrent assets as of
January 31, 1998, with a corresponding credit to additional paid-in capital. The
deferred tax asset is related to future tax deductions for the net excess of the
tax bases of the assets and liabilities over the financial statement carrying
amounts.

Current results of operations and the matters discussed in Note 7 do not
indicate that future taxable income will be sufficient to realize the net
deferred tax asset. Therefore a provision of $20.6 million, was made in the
period ended January 31, 1999 to increase the valuation allowance.

Note 6 --  Notes Payable and Long-Term Debt

Notes payable and long-term debt of the Company as of January 31, 1999 and April
30, 1998, consisted of the following (amounts in thousands):

                                       8
<PAGE>
                                                       JANUARY 31,    APRIL 30,
                                                          1999           1998
                                                       -----------    ---------
Subordinated promissory notes payable to existing     
Shareholders, interest at prime (8.5% at 1/31/98),    
principal and accrued interest due 4/10/98 .....              --      $      38
                                                      
Note payable under revolving line of credit,          
interest at prime plus 1% (8.75% at 1/31/99),         
due 7/31/2000, collateralized by substantially        
all assets (See Note 7) ........................       $     4,094           14
                                                      
Senior subordinated notes, bearing interest at        
9 7/8% and payable semiannually on 5/15 and           
11/15, principal due at maturity on 11/15/2007             105,000      105,000
                                                       -----------    ---------
Total notes payable and long-term debt .........           109,094      105,052
                                                      
Less - current portion .........................            (4,094)         (52)
                                                       -----------    ---------
Notes payable and long-term debt, less current portion $   105,000    $ 105,000
                                                       ===========    =========

In connection with the transactions discussed in Note 1, the Company issued
subordinated promissory notes to each of the Existing Shareholders totaling
$911,853 (the "Purchase Price Adjustment Notes") and $1,582,500 (the "Tax
Notes"). The Purchase Price Adjustment Notes bear interest at the prime rate and
were originally payable (subject to adjustment based upon the audited working
capital of the Company as of October 31, 1998), in monthly installments of
principal of $75,987, plus accrued interest, through October 15, 1998, with a
final principal installment of $75,994, plus accrued interest, on November 15,
1998. The Tax Notes bear interest at the prime rate and were payable on April
10, 1998, plus accrued interest. Each of the Purchase Price Adjustment Notes and
Tax Notes are unsecured obligations of the Company.

In November, 1997, the Company entered into a revolving credit facility with BT
Commercial Corporation and Bankers Trust Company ("the Revolving Credit
Facility") that allowed the Company to borrow up to $25,000,000, subject to
borrowing base limitations and the satisfaction of customary borrowing
conditions. The Revolving Credit Facility contains certain financial covenants
that require the Company to maintain, based upon the latest twelve months of
operations, minimum ratios of consolidated EBITDA to consolidated interest
expense, minimum ratios of consolidated total debt to consolidated EBITDA, and
minimum levels of consolidated EBITDA. The Revolving Credit Facility also
limits, among other items, the Company's annual capital expenditures and the
Company's ability to incur additional indebtedness. The Revolving Credit
Facility was amended on January 20, 1999 to reduce the facility size to
$15,000,000, amend the definition of the Borrowing Base to exclude items that
have been billed but not yet shipped, limit the facility to Eligible Accounts
Receivable advanced at 85% plus $3,000,000 and amend the ratio's discussed
above. As of January 31, 1999, the Company was in default under certain
financial covenants set forth in the agreement.

Subsequent to the completion of the transactions discussed in Note 1, the
Company issued $105,000,000 of Notes, the proceeds from which were used to repay
senior secured indebtedness incurred by the Company in connection with the
Recapitalization and distributions made to certain Existing Shareholders during
October 1997 in anticipation of the Recapitalization. Interest on the Notes is
payable semiannually on May 15 and November 15 of each year, commencing on May
15, 1998. The Notes mature on November 15, 2007. The Notes are unsecured senior
subordinated obligations of the Company and are subordinated in right of payment
to all existing and future Senior Indebtedness (as defined in the indenture
governing the notes, the "Indenture") of the Company. The Notes are redeemable,
in whole or in part, at the option of the Company on or after November 12, 2002.
In addition, at any time on or prior to November 15, 2000, the Company may, at
its option, redeem up to 35% of the aggregate principal amount of the Notes from
the proceeds of one or more public equity offerings, at a redemption price equal
to 109.875% plus accrued and unpaid interest. Upon a Change of Control (as
defined in the Indenture), each holder of the Notes will have the right to
require that the Company make an offer to purchase all outstanding Notes at a
price equal to 101% plus accrued interest. The Indenture contains certain
covenants that limit the ability of the Company to, among other things, incur
additional indebtedness, pay dividends or make investments and certain other
restricted payments, consummate certain asset sales, enter into certain
transactions with affiliates, incur liens, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. In addition, the Company will be
obligated to offer to repurchase the Notes at 100% plus accrued and unpaid
interest in the event of certain Asset Sales (as defined in the Indenture). The
Notes also contain certain registration rights.


                                       9
<PAGE>
Note 7 - Events Subsequent to January 31, 1999

On March 26, 1999, BT Commercial Corporation issued notice to the Company that
BT Commercial Corporation would not lend any additional amounts to the Company
under the Revolving Credit Facility after March 30, 1999 as a result of certain
events of default.

On April 1, 1999, BT Commercial Corporation gave the Company notice that as a
result of events of default under the Revolving Credit Facility, all amounts
owing under the Revolving Credit Facility were immediately due and payable. As a
result of such acceleration and the Company's lack of working capital, the
Company and its majority and minority shareholders entered into a series of
agreements dated as of April 8, 1999, whereby the following transactions were
consummated:

      1.    An entity affiliated with the minority shareholders of the Company
            loaned the Company $7,000,000 for use as working capital. The
            Company granted to such lender a security interest in certain real
            and personal property of the Company. The interest rate on such loan
            is 8% and the loan is due within 180 days.

      2.    The minority shareholders of the Company, Carl R. Moore, Thomas F.
            Moore and Roy J. Moore (the "Minority Shareholders"), purchased the
            interest of the majority shareholder of the Company, FWT
            Acquisition, Inc., an affiliate of Baker Capital Corp., thereby
            acquiring 100% of the outstanding common stock of the Company. The
            amount paid by the Minority Shareholders for the stock held by FWT
            Acquisition, Inc. was $1. The Minority Shareholders, along with T.W.
            Moore and Betty Moore, were the key operating personnel of the
            Company prior to the acquisition by FWT Acquisition, Inc. of control
            of the Company in November, 1997.

      3.    The Company, FWT Acquisition, Inc. and the Minority Shareholders,
            along with T.W. Moore and Betty Moore, exchanged various releases
            with respect to certain possible causes of action that each may have
            had with respect to the others. The Company also agreed to pay off
            all amounts due and owing under the Revolving Credit Facility by May
            5, 1999. In addition, the Company agreed to take no action which
            could under the guaranty of the Revolving Credit Facility by Baker
            Communications Fund, L.P. ("Baker") which could either (i) adversely
            affect the rights of Baker or (ii) increase the exposure of Baker.

      4.    Three of the Company's directors, John C. Baker, Edward W. Scott and
            Lawrence A. Bettino, (collectively the "Former Directors") resigned
            from the Board of Directors effective as of April 8, 1999. Messrs.
            Baker, Scott and Bettino are all affiliates of Baker Capital Corp.

      5.    Carl R. Moore and Thomas F. Moore were elected directors of the
            Company, thereby creating a three man Board of Directors along with
            the current continuing director, Roy J. Moore.

      6.    The following persons were appointed officers of the Company: Roy J.
            Moore, Chief Executive Officer, Carl R. Moore, President, and Thomas
            F. Moore, Chairman of the Executive Committee.


On April 16, 1999, the Company filed its voluntary petition (the "Bankruptcy
Petition") for bankruptcy protection under Chapter 11 of the United States
Bankruptcy Code in the Northern District of Texas, Fort Worth Division, (the
"Bankruptcy Court") in order to facilitate an orderly reorganization of the
Company's financial status and enable the Company to emerge from bankruptcy as a
viable operating company.

On April 21,1999, the Bankruptcy Court entered an agreed order providing for the
lenders under the Revolving Credit Facility to receive all accounts receivable
proceeds of the Company in order to pay off all amounts due and owing. The
Company estimates these amounts should be paid in full by June 30, 1999. The
Management believes it currently has adequate working capital in order to fill
its current customer orders. The Company continues to search for a new secured
lender and believes this search will be facilitated by the Company's filing of
the Bankruptcy Petition as well as the pay off of all amounts owing under the
Revolving Credit Facility.

Note 8  Contingent Liabilities

In connection with a Sales and Use Tax audit for the four years ended June 30,
1998, a preliminary assessment of taxes due to the state of Texas during the
audit period is approximately $678,000 including penalties and interest. The
Company is currently appealing the assessment. Management of the Company
believes that a substantial portion of the tax, penalty and interest currently
assessed may be repealed. No accrual has been made as the amount as the amount
due is not determinable at this time.

                                       10
<PAGE>
The Company received notice of assessment on April 15, 1999 of Franchise Taxes
due to the State of Texas in the amount of $897,494.27 for the year ended of
1998 assessed on the financial performance of the Company for the year ended
April 30, 1997. The return for the period of assessment has not been prepared or
filed by the Company, although an estimated tax payment of approximately
$150,000 was made on the due date of the return. The Company is currently
attempting to prepare and file such return and can not determine the accuracy or
appropriateness of such an assessment. No accrual for such assessment had been
made in the books and records of the Company as of January 31, 1999.

On April 19, 1999, a class action lawsuit was filed against the Company, Roy J.
Moore and the Former Directors for violations of the Worker Adjustment and
Retraining Notification Act ( the "WARN Act"). The suit alleges that the Company
failed to give adequate notice of its layoff of workers in January of 1999 as
required by the WARN Act. The Management believes it has meritorious defenses to
this claim and intends to vigorously defend against any claims by the
plaintiffs.

                                       11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

OVERVIEW

      On November 12, 1997, the Company, FWT Acquisition, Inc, T.W. Moore, Betty
Moore, Roy J. Moore, Thomas F. Moore and Carl R. Moore (each of the natural
persons, the "Former Shareholders") entered into and consummated the
transactions set forth in a Stock Purchase and Redemption Agreement and related
agreements. Such agreements contemplated two primary transactions. The "Initial
Transaction" included (i) the incurrence by the Company of $100 million senior
secured indebtedness, (ii) redemption by the Company of an aggregate of 235.86
shares of the Company's common stock from the Former Shareholders for
consideration totaling approximately $83.6 million, (iii) the repayment of
outstanding indebtedness of the Company totaling approximately $22.1 million,
and (iv) the distribution of an immaterial amount of selected assets to certain
Former Shareholders (such transactions are collectively referred to as the
"Recapitalization"). The second transaction included the purchase by FWT
Acquisition, Inc. of an aggregate of 108.91 shares of the Company's common stock
from Former Shareholders for consideration totaling approximately $36 million
(the "Stock Purchase"). As a result of the Stock Purchase, FWT Acquisition, Inc.
holds 80% of the issued and outstanding Common Stock, and three of the Former
Shareholders hold 20% of the issued and outstanding Common Stock. For financial
reporting purposes, the Recapitalization was accounted for as an acquisition of
treasury stock.

      The borrowings under the Senior Credit Facility, cash from the Company of
approximately $5.0 million, notes payable of approximately $2.5 million to the
Former Shareholders, and distribution of selected assets to certain former
shareholders, were used to consummate the Recapitalization. In order to repay
the Senior Credit Facility, the Company issued $105.0 million aggregate
principal amount of 9 7/8 % Senior Subordinated Notes (the "Notes"). The Notes
were subsequently redeemed pursuant to an Exchange Offer that expired on April
12,1998. All outstanding Notes were redeemed in the exchange for 9 7/8% Senior
Subordinated Notes having substantially the same terms and conditions.

MANAGEMENT CHANGES

      On December 30, 1998 the Company's Board of Directors (the "Board")
terminated the employment of Douglas A. Standley, the Company's President and
Chief Executive Officer, created an operating committee to manage the day-to-day
operations of the Company (the "Operating Committee), and retained outside
consultants to assist the Operating Committee in performing its duties. The
Board approved the Operating Committee's plan to significantly reduce the
Company's overall expenses, including a reduction of the Company's workforce
from 295 to 162 employees on January 4, 1999. This compares to 413 employees on
January 14, 1998. Included in this layoff were the Vice Presidents of Sales and
Operations as well as all members of the outside sales force leaving the Chief
Financial Officer and the Controller as the remaining Officers of the Company.
The Committee also consolidated administrative functions from a 16,000 square
foot leased facility into an existing Company-owned facility. Management
believes that it continues to have the operating capacity to meet the level and
nature of customer demands.

 RESULTS OF OPERATIONS

      Sales. Sales for the three-month period ended January 31, 1999 were $14.2
million as compared to sales of $20.7 million for the same period in 1998. The
decrease in sales of $6.5 million or 31.4% for the three-months ended January
31,1999 compared to the same period in 1998, is primarily attributed to a
decrease in the industry demand for Towers and related products. The Company
experienced an increase in the sale of Monopoles during the three-month period
ended January 31,1999 as compared to the same period in 1998, partially
offsetting the decline in sales attributable to other Tower products. In
addition, the Company's customer base of primary telecommunication service
providers has, in some instances, postponed the capital expenditure process for
the construction of cell site locations due to the recent entry into the market
of "build-to-suit" providers, who are also part of the Company's customer base.
As a result of the entry of build-to-suit providers into the market, the Company
believes the demand for the Company's products has been pushed forward to future
periods.

      Sales for the nine month period ended January 31,1999 were $50.3 million
as compared to sales of $58.0 million for the same period in 1998. The decrease
in sales of $7.8 million or 13.4% for the nine months ended January 31,1999
compared to the same period in 1998 is primarily attributable to a decrease in
demand for towers and related products. The Company believes the decrease in
demand for these products is due to the focus by the primary telecommunication
service providers in the construction of co-location and corridor sites, greater
co-location and an increasing reliance on build-to-suit providers.

      Gross Profit. Gross profit for the three-month period ended January
31,1999 decreased by $ 6.0 million as compared to the same period in 1998. As a
percent of sales, gross profit decreased to .04% from 29.0% for the three-month
period ended 

                                       12
<PAGE>
January 31,1999 as compared to the same period in 1998. The decrease is due to
the under absorption of fixed labor costs and manufacturing overhead during the
three-months ended January 31,1999 and the write down of $2.2 million in
obsolete inventories. The Company reduced its labor force by approximately 133
employees the first week in January to mitigate the effect of cost increases
associated with its manufacturing operations in future periods. Due to the short
tenure of those employees that were terminated, the Company was not required to
incur additional costs associated with the reduction in force. In addition, the
Company continued to experience pricing pressure on its Monopole products due to
excess capacity levels in the market and the overall decrease in industry
demand.

      Gross profit for the nine-month period ended January 31,1999 decreased by
$8.4 million as compared to the same period in 1998. As a percent of sales,
gross profit decreased to 16.5% from 28.8% for the nine-month period ended
January 31,1999 as compared to the same period in 1998. The decrease in gross
profit as a percent of sales is due to under-absorption of fixed labor cost and
manufacturing overhead during the nine-month period, the write down of $2.2
million in obsolete inventories and pricing pressure across all products.

      Selling, Administrative and General Expenses. Operating expenses increased
by $348,000 for the three-month period ended January 31,1999 as compared to the
same period in 1998. As a percent of sales, operating expenses increased to
22.6% from 13.9% for the three-month period ended January 31,1999 as compared to
the same period in 1998. The increase is due in part to an increase in total
general administrative expenses of $714,000 for the third quarter of 1999 as
compared to the same period of the prior year, which was partially offset by the
decrease of $366,000 in selling expenses for the quarter ended January 31, 1999
as compared the same quarter in the prior year. The increase in administrative
expenses was due in part to increased professional fees for accountants,
attorneys, consultants, and management fees for the period noted of $714,000 and
an increase of $328,000 to the bad debt expense for the same period. These
expenses were offset by decreases in payroll related expenses of $236,000 and
miscellaneous decreases in other overhead areas of $92,000 for the quarter ended
January 31, 1999 as compared to the same quarter of 1998. The decrease in
selling expenses of $366,000 for the quarter ended January 31, 1999 as compared
to the same quarter of 1998 resulted largely from the termination of the entire
outside sales staff effective January 4, 1999 and related decreases in travel
and entertainment.

      As a percent of sales, operating expenses increased to 17.5% from 14.2%
for the nine-month period ended January 31,1998 as compared to the same period
in 1998. The dollar increase for the nine-month period ended January 31,1999 of
$510,000 was primarily attributed to the following:

      (i)   An increase in professional fees of $1.2 million resulting from the
            increased use of attorneys, outside accountants, outside consultants
            and outside management fees.

      (ii)  An increase of $519,000 in office overhead expenses resulting from
            executive travel increasing $320,000, and increases related to the
            opening of a corporate office headquarters site of telephone, office
            rental and supplies expenses of approximately $199,000.

      (iii) An increase in depreciation of $265,000 related to the addition of
            approximately $4 million in capital assets.

      (iv)  An offsetting decrease in payroll related expense in the amount of
            $779,000 due to the decrease of $375,000 to profit sharing expenses
            and decreases in bonuses.

      (v)   The offsetting decrease in selling direct expenses, specifically
            commissions of approximately $688,000 and other miscellaneous
            selling expense reductions of $7,000 account for the balance of the
            change.

      Operating Profit. Operating profit for the three-month period ended
 January 31,1999 decreased by $6.3 million as compared to the same period in
 1998. The decrease in operating profit was due to a decrease in gross profit
 margins.

      Operating profit for the nine-month period ended January 31,1999 decreased
 by $8.9 million as compared to the same period in 1998. The decrease in
 operating profit was due to a decrease of $7.7 million in sales, a lack or
 corresponding drop in cost of goods sold resulting in a drop in gross profit of
 $8.4 million and an increase in operating expenses of $510,000 as discussed
 above for the period ended January 31,1999 as compared to the same period in
 1998.

      Interest Expense. Interest expense increased for the three-month period
 ended January 31,1999 by $287,000 as compared to the same period in 1998. The
 increase in interest expense is due to primarily to increased outstandings
 under the Revolving Credit Facility for the three-month period ended January
 31,1999 as compared to the same period in 1998.

      Other Income and Expense, Net. Other income decreased for the three-month
 period ended January 31,1999 by $99,000 as compared to the same period in 1998.
 The decrease was due to the sale of assets no longer required by the Company
 resulting in a gain of $34,000 and interest income in the amount of $65,000 for
 the three months ended January 31, 1998 with no corresponding transactions for
 the same period in 1999.
                                       13
<PAGE>
      Other income decreased for the nine-month period ended January 31,1999 by
 $354,000 as compared to the same period in 1998. The decrease was due to the
 sale of capital assets no longer required by the Company and interest income
 from the Company investing its cash in overnight investments for the nine-month
 period ended January 31,1998 as compared to the same period for 1999.

      Provision for Income Taxes. The provision for income taxes increased to
 $20.6 million for the three-month period ended January 31, 1999 as a result of
 the write-off of the deferred tax asset related to future tax deductions for
 the net excess of the tax basis of the assets and liabilities over the
 financial statement carrying value. Current results of operations do not
 indicate that future taxable income after debt service will be sufficient to
 realize the net deferred tax asset. No negative provision was taken for the
 three months or nine months ended January 31, 1999 to reflect the benefit of
 loss carry forwards due to the uncertainty of the realization of such future
 benefits.

      Effective November 12, 1997, the Company elected to be taxed as a
 Subchapter C corporation and, accordingly, has recorded a provision for federal
 income taxes since such date in the accompanying statements of income for the
 three and nine month periods ended January 31, 1999. Prior to November 12,
 1998, the Company was a Subchapter S corporation. Accordingly, no provision for
 federal income taxes is reflected in the accompanying statements of income for
 the period from May 1, 1997 through November 11, 1997 included in the
 accompanying statements of income for the three and nine month period ended
 January 31, 1998.

      Extraordinary Item, Net of Taxes. Extraordinary items decreased for the
 three-month and nine-month period ended January 31,1999 by $1.5 million as
 compared to the same periods in 1998. The extraordinary item for 1998
 represented the write-off of deferred financing costs associated with the
 Senior Indebtedness used as initial financing for the Recapitalization of the
 Company.

      Net Income (Loss). Net income (loss) decreased for the three-month period
 and nine-month period ended January 31,1999 by $25.6 million and $33.7million,
 respectively, as compared to the same periods in 1998. The decrease in net
 income was due primarily to: (i) decreased sales, (ii) no offsetting reduction
 in cost of sales expense, (iii) write down of obsolete inventory, (iv) higher
 interest expense associated with the Recapitalization of the Company, and (v)
 the write-off of the deferred tax asset due to uncertainty of realization by
 the Company.


 LIQUIDITY AND CAPITAL RESOURCES

      Historically, the Company has financed its operations through internally
 generated funds and existing cash reserves. The Company produced a net cash
 flow (deficit) of $(3.3) million and $2.5 million for the three month and nine
 month periods ending January 31,1997 and 1998, respectively.

      The net cash flow provided by operating activities for the three and nine
 month periods ending January 31, 1999 was $2.5 million and $(6.2) million,
 respectively. The primary changes in working capital accounts for the
 three-month period ending January 31, 1999 were as follows:

      (i)   accounts receivable decreased by approximately $6.2 million as a
            result of an intensified collection effort by management;
  
      (ii)  inventories decreased by $4.2 million as a result of management's
            efforts to ship finished goods and a $2.2 write down of obsolescent
            inventory;

      (iii) other assets decreased by approximately $20.8 million due to the
            write off of the net tax benefit resulting from the write-off of the
            deferred tax asset related to future tax deductions for the net
            excess of tax basis of the assets and liabilities over the financial
            statement carry values;

      (iv)  accounts payable increased by approximately $4.3 due to a shortage
            of available cash with which to pay vendors; and

      (v)   accrued expenses increased by $2.9 million due to the increase in
            interest due on the subordinated debentures.

The primary changes in working capital accounts for the nine-month period ending
January 31, 1999 were as follows:

      (i)   accounts receivable decreased by approximately $1.2 million as a
            result of an intensified collection effort by management;

      (ii)  inventories decreased by $1.2 million as a result of a $2.2 million
            write down of obsolescent inventory partially offset by increased
            shelter component inventory of approximately $1.0 million;

                                       14
<PAGE>
            prepaid expenses decreased by approximately $2.0 million primarily
            as a result of a refund of taxes paid to the IRS pursuant to Section
            444 of the IRS Code;

      (iii) other assets decreased $20.6 million due to the write off of the net
            tax benefit resulting from the write-off of the deferred tax asset
            related to future tax deductions for the net excess of tax basis of
            the assets and liabilities over the financial statement carry 
            values;

      (iv)  accounts payable increased $589,000 due to increased expenses and
            scarcity of cash available to pay vendors; and

      (v)   accrued expenses increased by approximately $3.0 million primarily
            as a result of interest accrued relating to the subordinated
            debentures.

      The cash flow used by investing activities was $292,000 and $3.3 million
 for the three and nine month periods ending January 31, 1999, respectively,
 reflecting the Company's capital equipment requirements during such periods.

      The cash flow provided by financing activities was $1.7 million and $4.0
 million for the three and nine month periods ending January 31, 1999,
 respectively. The net cash flow from notes payable resulted from borrowings in
 excess of payments under the Revolving Credit Facility.

      The Company determines its short-term liquidity needs based upon its cash
 requirements over the next twelve months, and its long-term liquidity needs
 based upon its cash requirements for periods in excess of twelve months. The
 Company entered into the Revolving Credit Facility which subject to borrowing
 base limitations and the satisfaction of customary borrowing conditions and
 financial covenants, allows the Company to borrow up to $15.0 million as
 amended on January 20, 1999, and provides for a $3.0 million overline
 guaranteed by an affiliate of the Company's former majority shareholders. The
 Company's principal sources of short term and long term liquidity are cash flow
 generated from operations and borrowings under the Revolving Credit Facility.
 The principal uses of liquidity are to meet debt service requirements, finance
 the Company's capital expenditures, and provide working capital needs. As of
 January 31,1999, the Company would have had approximately $2.4 million of
 availability under the terms of the Revolving Credit Facility. The Company had
 approximately $4.1 million drawn against the Revolving Credit Facility as of
 January 31,1999.

      The Company had a capital expenditure budget of approximately $4.5 million
 for the calendar year 1998, of which an estimated $1.5 million was carried
 forward to be spent in Fiscal Year 1999, for the completion of certain
 projects. These projects included $1.9 million for the build-out of additional
 production space, and $1.8 million for additional manufacturing equipment. The
 1999 capital budget of $1.5 million has been spent in upgrading warehouse and
 office equipment and computer programs and implementation to ensure that the
 Company is year 2000 compliant. The management of the Company is confident that
 the Year 2000 issue will not affect the ongoing operations of the Company.

      Pursuant to an agreed order with the lender under the Revolving Credit
 Facility, which order was entered by the Bankruptcy Court on April 21, 1999,
 the Company has agreed to allow such lender to retail all accounts receivable
 proceeds until such time as all amounts due and owing under the Revolving
 Credit Facility are paid in full. As of April 23, 1999, there was $1.2 million
 due and owing under the Revolving Credit Facility. On April 8, 1999 the Company
 entered into a loan agreement with affiliates of its current shareholders,
 providing for a loan of $7 million at 8% interest for 180 days. Management
 believes it currently has adequate working capital in order to fill its current
 customers orders. The Company continues to search for a new secured lender and
 believes this search will be facilitated by the Company's filing of the
 Bankruptcy Petition as the pay off of all amounts under the Revolving Credit
 Facility.

 INFLATION

      Certain of the Company's expenses, such as compensation, benefits, raw
materials and equipment repair and replacement, are subject to normal
inflationary pressures. While the Company to date has been able to offset
inflationary cost increases through increased operating efficiencies and price
increases to its customers, there can be no assurance that the Company will be
able to offset any future inflationary cost increases through these or similar
means.

CERTAIN FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS OR FUTURE OPERATING
RESULTS

      This report contains various forward-looking statements and information
that are based on Management's beliefs as well as assumptions made by and
information currently available to Management. When used in this report, the
words "anticipate", "estimate", "expect", "predict", "project", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those 

                                       15
<PAGE>
anticipated, expected or projected. Among the key factors that may have a direct
bearing on the Company's results are set forth below.

      The filing of the Bankruptcy Petition may have a negative effect on both
the Company's Customers as well as the Company's vendors. Both of these may
either alone or together, have a material adverse effect on the Company's
business, financial condition and profitability.

      Future trends for revenue and profitability remain difficult to predict.
The Company continually faces risks and uncertainties including, among others,
general and specific market economic conditions, dependence on certain key
customers and the wireless communications industry in general, risk of
nonpayment of accounts receivable, competitive factors, supplier related issues,
working capital constraints and the ability to service a high level of
indebtedness.

      General economic conditions in the United States could affect the pricing
on raw materials such as steel and zinc used in many of the Company's products.
Because steel and zinc constitute a substantial portion of the Company's cost of
goods sold, any increase in the price of such materials could have a material
effect on future profitability. There can be no assurance that the Company will
be successful in passing along any cost increases to its customers.

      A substantial portion of the Company's revenues are generated from a few
key customers. As customers acquire and merge with other customers in the
industry, the Company expects that its customer base will continue to become
more concentrated. Loss of key customers, or significant declines in revenues
from key customers, could have a material adverse effect on the Company's
business, financial condition and profitability.

      The Company's business depends upon the capital expenditures of wireless
service providers that, in turn, depend upon current and anticipated market
demand for wireless communications. The future success of the Company depends to
a considerable extent upon the continued growth and increased availability of
cellular and other wireless communications services. The wireless communications
industry has experienced downturns that have resulted in a decrease in demand
for the Company's products. There can be no assurance that the wireless
communications industry will not continue to experience a prolonged downturn in
the future or that the industry will reverse its course and expand. Continued
significant decreases in the level of capital expenditures could have a material
adverse effect on the Company's business, financial condition and profitability.

      Management continues to closely monitor customer orders and the
creditworthiness of its customers. The Company has not experienced abnormal
increases in losses associated with accounts receivable. The Company has
provided allowances that it believes to be adequate to reflect the risk
associated with collection of accounts receivable. Unforeseen market conditions
may, however, compel the Company to increase such allowances.

      The telecommunications infrastructure industry is highly competitive. The
Company faces substantial competition in each of its markets from established
competitors, some of which have greater financial, engineering, manufacturing
and marketing resources than the Company. In addition, the Company has recently
experienced competition from "build-to-suit" suppliers. The Company's
competitors can be expected to continue to improve the design of their products,
to introduce new products with competitive prices and to improve customer
satisfaction. During the past twelve months the Company has experienced
significant pricing pressure and there can be no assurance that competitive
pressures will not necessitate future price reductions that would adversely
affect operating results. Although the Company believes it has certain
advantages over its competitors, a high level of investment in sales, marketing
and other services will be required in order to maintain these advantages. There
can be no assurance that the Company will have sufficient resources to make such
investments or that the Company will be able to maintain its current competitive
advantages.

      Certain components used in the Company's products are obtained from a
single source or a limited number of suppliers. Reliance on these suppliers
involves certain risks, including a potential inability to obtain an adequate
supply of required components in a timely manner and on terms favorable to the
Company, as well as maintenance of the Company's quality standards. The Company
continually seeks to reduce its dependence on its sole or limited source
suppliers; however, the loss of certain of these suppliers could have at least a
temporary material adverse effect on the Company. Further, significant price
increases in one or more of these components could materially adversely affect
future profitability.

      The Company's future success will, in part, depend upon its ability to
increase its production volume on a timely basis while maintaining product
quality and per unit production costs. The Company has, in the past, experienced
delays in its ability to fulfill customer orders on a timely basis due to limits
on its ability to purchase product. Any significant delays in fulfilling
customer orders for an extended period could damage customer relations that
could materially adversely affect the Company's business, financial condition
and profitability. Production schedules for each of the Company's products are
based upon orders for such products. A significant increase in demand for any of
the Company's products could result in the Company's inability, 

                                       16
<PAGE>
on a short-term basis, to fully satisfy demand. Failure by the Company to
forecast its production requirements accurately could result in inventory
surpluses or shortages that could have a material adverse impact on the
Company's financial condition and profitability.

      The Company maintains a high level of indebtedness. As a result, a
significant portion of the Company's cash flow is dedicated to the payment of
interest on, and the repayment of, such indebtedness. The Company's ability to
satisfy its obligations will depend upon its future operating performance. At
the present time the Company anticipates that it will not have adequate
operating cash flow to meet operating expenses and satisfy debt service
requirements.

IMPACT OF THE YEAR 2000

      Many existing computer programs use only two digits to identify a year in
the date field. Certain of the Company's computer programs that have time
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. If not corrected, many computer applications could fail or create
erroneous results. The Year 2000 issue affects virtually all companies and
organizations.

      The Company has installed new information systems and modified others so
that its computers will function properly with respect to dates in the Year 2000
and thereafter. The Company management presently believes that, the Year 2000
issue will not pose any significant operational problems. The Company has not
discussed the Year 2000 issue with its customers and suppliers. There can be no
assurance that the computer systems of these other companies will be timely
converted. The failure of the Company's significant customers and suppliers to
make necessary modifications could have a material adverse impact on the
Company's operations.


                                       17
<PAGE>
PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

In the normal course of business, the Company is involved in various pending
legal proceedings and claims. On April 19, 1999, a class action lawsuit was
filed against the Company, Roy J. Moore and the Former Directors for violations
of the Worker Adjustment and Retraining Notification Act (the "WARN Act"). The
suit alleges that the Company failed to give adequate notice of its layoff of
workers in January of 1999 as required by the WARN Act. The Management believes
if has meritorious defenses to this claim and intends to vigorously defend
against any claims by the plaintiffs. In the opinion of management, the ultimate
resolution of such matters will not likely have a material impact on the
financial condition or the future results of operations of the Company.

Item 2.  Changes in Securities.

      (a).  Not applicable.

      (b).  Not applicable.

Item 3.  Defaults Upon Senior Securities.

      (a). The Company is currently in default under its Revolving Credit
Facility with BT Commercial Corporation and Bankers Trust Company. The amount
owing under the facility is $1,124,452. See Note 7 to the Financial Statements.

      (b).  Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

      Not Applicable.

Item 5.  Other Information.

      Not Applicable.

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

     Exhibit (1) Stock Purchase, Settlement and Release Agreement dated April 8,
1999.

     Exhibit (2) Order Approving Agreement Regarding Cash, Collateral, Other
Collateral, Adequate Protection, and Limited Relief from Automatic Stay.

                                      SIGNATURES

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

                                        FWT, INC.

April 27, 1998                          By : /s/ Roy J. Moore
                                                 Roy J. Moore
                                                 Chief Executive Officer
                                                 (signing in the capacity of
                                                 principal financial officer and
                                                 principal accounting officer)

                                       18