U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549                              

                                    FORM 10-Q

      (MARK ONE)

    |X|  Quarterly Report Pursuant to Section 13 or 15(d) of Securities
         Exchange Act of 1934 (Fee Required)

                For the quarterly period ended March 31, 1998

    |_|  Transition report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         (No Fee Required)

              For the transition period from _______ to _______.

                          Commission File No. 333-44393

                          EUROPEAN MICRO HOLDINGS, INC.
                (Name of Registrant as Specified in Its Charter)

NEVADA                                                 65-0803752
------                                                 ----------
(State or Other Jurisdiction of                        (I.R.S. Employer 
Incorporation or Organization)                         Identification No.)

6073 N.W. 167th Street, Unit C-25, Miami, Florida      33015
-------------------------------------------------      -----
(Address of Principal Executive Offices)               (Zip Code)

                                 (305) 825-2458
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months,  and (2) has
been subject to such filing requirements for the past 90 days. Yes |_| No |X|

      There were  4,000,000  shares of Common Stock  outstanding  as of April 6,
1998,  the  effective  date  of the  Registrant's  Registration  Statement  (the
"Registration  Statement")  on Form S-1 filed by the  Registrant  on January 16,
1998 (File No.  333-44393).  The number of shares of Common Stock outstanding as
of April 6,  1998  does not  reflect  the sale of any  shares  of  Common  Stock
pursuant to the Registration Statement.


<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


PART I


FINANCIAL INFORMATION
---------------------


ITEM 1.   FINANCIAL STATEMENTS.
          --------------------
          
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of June 30, 1997
   and March 31, 1998...................................................3

Consolidated Statements of Earnings for the three
   and nine months ended March 31, 1997 and 1998........................4

Consolidated Statement of Changes in Shareholders' Equity
   for the nine months ended March 31, 1998.............................5

Consolidated Statements of Cash Flows for the nine months
   ended March 31, 1997 and 1998........................................6

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



















                                       2

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                            (UNAUDITED)         
                                                            MARCH 31,   JUNE 30,
                                                                 1998      1997 
                                                                                
              ASSETS                                                            
CURRENT ASSETS:                                                                 
  Cash                                                       $   613       288  
  Trade receivables, net                                       6,760     2,956  
  Discounted trade receivables                                 5,009     2,779  
  Due from related parties                                        59       569  
  Inventories, net                                             4,037     1,560  
  Deferred tax asset                                               3         -  
  Prepaid expenses                                               214        75  
  Other current assets                                         2,387        37  
                                                             -------   -------  
      TOTAL CURRENT ASSETS                                    19,082     8,264  
  Property and equipment, net                                    599       389  
  Investments                                                    212       191  
                                                             -------   -------  
      TOTAL ASSETS                                           $19,893     8,844  
                                                             =======   =======  
                                                            
                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank overdraft                                             $ 4,279     1,034 
  Discount creditor                                            4,007     2,223 
  Trade payables                                                 676     2,038 
  Other current liabilities                                    2,280       376 
  Due to related parties                                         958       188 
  Income taxes payable                                         2,019       375 
  Deferred income taxes                                            -        54 
                                                             -------    ------ 
      TOTAL CURRENT LIABILITIES                               14,219     6,288 
  Long term borrowings                                            84        45 
                                                             -------   ------- 
      TOTAL LIABILITIES                                       14,303     6,333 
                                                             -------   ------- 
                                                                               
Commitments & contingencies                                        -         - 
                                                             
SHAREHOLDERS' EQUITY:
  Preferred stock $0.01 par value shares: 1,000,000  
     authorized, no shares issued and outstanding                  -         -
  Common stock $0.01 par value shares: 20,000,000 
     authorized at, 1997 and 1998, shares issued 
     and outstanding, 4,000,000 at 1998 and 1997                  40        40
  Additional paid in capital                                   1,624     1,624 
  Retained earnings                                            3,850       826 
  Cumulative foreign currency translation adjustment              76        21 
                                                             -------   ------- 
      TOTAL SHAREHOLDERS' EQUITY                               5,590     2,511
 
                                                             -------   -------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $19,893     8,844
                                                             =======   =======
                                                             



                                       3
<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                             (UNAUDITED)         (UNAUDITED)    
                                          THREE MONTHS ENDED  NINE MONTHS ENDED 
                                              MARCH 31,           MARCH 31,     
                                           1998       1997      1998      1997  
SALES:                                                                          
Net sales                                  $27,422    13,571   59,571    33,165
Net sales to related parties                11,708         -   25,667        65
                                           -------    ------   ------    ------
                                                                                
      Total net sales                       39,130    13,571   85,238    33,230
                                           -------    ------   ------    ------ 
                                                                                
COST OF GOODS SOLD:                                                             
Cost of goods sold                         (20,936)  (12,117) (48,990)  (29,455)
Cost of goods sold to related parties      (11,613)        -  (25,287)      (65)
                                            ------    ------   ------    ------
                                                                                
       Cost of goods sold                  (32,549)  (12,117) (74,277)  (29,520)
                                            ------    ------   ------    ------
                                                                                
                                                                                
GROSS PROFIT                                 6,581     1,454   10,961     3,710
                                                                                
OPERATING EXPENSES:                                                             
Selling, general and                                                            
  administrative expenses                   (2,842)     (822)  (5,248)   (2,338)
Expenses attributable to                                                        
  related parties                              (31)      (32)    (104)     (104)
                                            ------    ------   ------    ------ 
                                                                                
      Total operating expenses              (2,873)     (854)  (5,352)   (2,442)
                                            ------    ------   ------    ------ 
                                                                                
OPERATING PROFIT                             3,708       600    5,609     1,268
                                                                                
Interest expense, net                         (117)      (93)    (328)     (145)
Equity in net income (loss) of                                                  
  unconsolidated affiliate                       2       (49)      23       (49)
                                            ------    ------   ------    ------ 
                                                                                
INCOME BEFORE INCOME TAXES                   3,593       458    5,304     1,074
                                                                                
  Taxes on income                           (1,213)     (167)  (1,770)     (402)
                                            ------    ------   ------    ------ 
                                                                                
NET INCOME                                  $2,380       291    3,534       672
                                            ======    ======   ======    ======
                                                                               
                                                                               
BASIC AND DILUTED EARNINGS PER SHARE        $ 0.60      0.07     0.88      0.17
                                            ======    ======    =====    ======

                                                                               
                                          



                                       4


<PAGE>



                          EUROPEAN MICRO HOLDINGS, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>


                                                                                 CUMULATIVE
                                                                     RETAINED       FOREIGN
                                                      ADDITIONAL     EARNINGS      CURRENCY          TOTAL
                                                         PAID IN  ACCUMULATED   TRANSLATION   SHAREHOLDERS'
                                     COMMON STOCK        CAPITAL       LOSSES)   ADJUSTMENT         EQUITY
                                     Shares  Amount                                             
<S>                                <C>          <C>      <C>        <C>         <C>           <C>         
Balance at June 30, 1997            4,000,000   $40        1,624        826         21              2,511 
Net income                                  -     -            -      3,534          -              3,534 
Dividends declared ($0.14 per 
  share)                                    -     -            -       (550)         -               (550)
Foreign currency translation                -     -            -         40         55                 95 
  adjustment                                -     -            -         40         55                 95 
                                    ---------   ---        -----      -----         --              -----
                                                                                                
Balance at March 31, 1998           4,000,000   $40        1,624      3,850         76              5,590 
                                    =========   ===        =====      =====         ==              =====

</TABLE>




















                                       5


<PAGE>

                          EUROPEAN MICRO HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                                       (UNAUDITED)
                                                    NINE MONTHS ENDED
                                                        MARCH 31,
                                                     1998          1997
OPERATING ACTIVITIES:
Net income                                         $3,534           672    
ADJUSTMENTS TO RECONCILE NET INCOME                                         
  TO NET CASH (USED IN) PROVIDED BY                                         
  OPERATING ACTIVITIES                                                      
  Depreciation and other                             120            126    
  Provision for deferred taxes                       (57)            33    
  Equity in net loss (income) of                     (21)            49    
      unconsolidated affiliate                                              
CHANGES IN ASSETS AND LIABILITIES                                           
  Trade receivables                               (6,034)        (3,095)    
  Due from related parties                           510            708    
  Inventory                                       (2,477)            60    
  Other current assets                            (2,489)          (218)    
  Trade payables                                  (1,362)           310    
  Due to related parties                             770           (725)    
  Taxes payable                                    1,644             51    
     Other net                                     1,879            214    
                                                  ------         ------
                                                                            
NET CASH (USED IN) PROVIDED BY                    
  OPERATING ACTIVITIES                            (3,983)        (1,815)   
                                                  ------         ------
                                                                           
INVESTING ACTIVITIES:                                                      
  Purchase of fixed assets                          (451)          (196)   
  Sale of fixed assets                               121             34    
  Investment in unconsolidated affiliate               -           (264)   
                                                  ------         ------
                                                                           
NET CASH USED IN INVESTING ACTIVITIES               (330)          (426)   
                                                  ------         ------    
                                                                           
FINANCING ACTIVITIES:                                                      
Dividends paid                                      (550)          (416)   
Repayment of capital                                  64              -    
leases, net                                                                
Change in bank overdraft                           3,245           (424)   
Change in discounting creditor                     1,784          3,037    
                                                  ------         ------ 
                                                                           
NET CASH PROVIDED BY (USED IN )                    4,543          2,197    
 FINANCING ACTIVITIES                                                      
                                                                           
Exchange rate changes                                 95           (125)   
                                                  ------         ------ 
NET (DECREASE) INCREASE IN CASH                      325           (169)   
Cash at beginning of period                          288            322    
                                                  ------         ------    
CASH AT END OF PERIOD                               $613            153    
                                                  ======         ======    
                                                                 
Interest paid                                        117            145
                                                  ======         ====== 
Taxes paid                                           261            397
                                                  ======         ====== 



                                       6

<PAGE>






                          EUROPEAN MICRO HOLDINGS, INC.



                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1    INTERIM FINANCIAL STATEMENTS
     
The  accompanying  unaudited  interim  financial  statements  have been prepared
pursuant to the rules and regulations  for reporting on Form 10-Q.  Accordingly,
certain   information  and  notes  required  by  generally  accepted  accounting
principles  for  complete  financial  statements  are not included  herein.  The
interim statements should be read in conjunction with the Company's Registration
Statement  on Form S-1 which was filed on January  16,  1998 (the  "Registration
Statement")  and was declared  effective on April 6, 1998 by the  Securities and
Exchange Commission.

In the Company's opinion,  all adjustments  necessary for a fair presentation of
these  interim  statements  have been included and are of a normal and recurring
nature.

2    INVENTORY
     
Inventories comprise (in thousands):

                                               MARCH 31,     JUNE 30,
                                                    1998         1997

Finished goods and goods for resale              $4,411       1,595
Less: Allowance for inventory obsolescence         (374)        (35)
                                                 ------       -----

                                                 $4,037       1,560
                                                 ======       =====

As of June 30, 1997, the Company's inventory was insured against theft or damage
to the extent of  $1,560,000.  The maximum value of inventory  insured under the
Company's insurance cover in place at June 30, 1997 was $2,900,000.  As at March
31, 1998, the insured value of inventory was $7,536,000.

Obsolescence comprise (in thousands):

                                               MARCH 31,     JUNE 30,
                                                   1998         1997

Beginning balance                                   $35         116  
Provision for obsolescence                          422         (81) 
Amounts written off                                 (83)          -  
                                                   ----         ---  
Ending balance                                     $374          35
                                                   ====         ===  
                                                                     
                                                  




                                       7


<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.

           Notes to the Consolidated Financial Statements (CONTINUED)

3    OTHER CURRENT ASSETS
     
Other current assets comprise (in thousands):


                                               MARCH 31,     JUNE 30,
                                                   1998         1997

Amounts due re price protection                  $1,382           - 
Deferred issuance costs carried forward             854           - 
Other                                               151          37 
                                                 ------         ---  
                                                 $2,387          37
                                                 ======         ===
                                                 
3    OTHER CURRENT LIABILITIES
     
Other current liabilities comprise (in thousands):

                                               MARCH 31,     JUNE 30,
                                                   1998         1997

Accrued expenses                                 $1,186          215 
VAT payable                                         690           33 
PAYE and NIC                                        311           63 
Hire purchase and capital leases                     69           44 
Others                                               24           21 
                                                 ------         ---- 
                                                 $2,280          376
                                                 ======         ====
                                                                  
                                                 
4    SUBSEQUENT EVENTS
     

On April 6, 1998, the  Registration  Statement on Form S-1 in connection with an
initial  public  offering  referred to in Note 1 was  declared  effective by the
Securities and Exchange  Commission.  As of the date hereof, the Company has not
received any proceeds in connection with the offering as the closing has not yet
taken place.



                                       8


<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS.
         --------------------------------------------------------------------

INTRODUCTORY STATEMENTS

      FORWARD-LOOKING  STATEMENTS AND ASSOCIATED  RISKS.  This Quarterly  Report
contains forward-looking statements, including statements regarding, among other
things, (a) European Micro Holdings,  Inc.'s ("European Micro" or the "Company")
projected sales and  profitability,  (b) the Company's  growth  strategies,  (c)
anticipated  trends  in the  Company's  industry  and (d) the  Company's  future
financing  plans.  In addition,  when used in this Quarterly  Report,  the words
"believes,"  "anticipates,"  "intends,"  "in  anticipation  of,"  "expects," and
similar words are intended to identify certain forward-looking statements. These
forward-looking  statements are based largely on the Company's  expectations and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's   control.   Actual  results  could  differ   materially   from  these
forward-looking  statements  as a result of changes in trends in the economy and
the  Company's  industry,  reductions  in  the  availability  of  financing  and
availability  of computer  products on terms as favorable as  experienced by the
Company  in prior  periods  and  other  factors.  In light  of these  risks  and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained  in this  Quarterly  Report will in fact occur.  The Company  does not
undertake  any  obligation  to publicly  release the results of any revisions to
these  forward-looking  statements that may be made to reflect any future events
or circumstances.

      In the  three-month  period ended March 31, 1998, the Company  experienced
unusually strong operating  results due to exceptional  opportunities  which may
not be indicative of future operating results. In particular,  the Company notes
that in the period it purchased  computer  peripherals  on  extremely  favorable
terms and  subsequently  sold in the period.  The Company  does not expect to be
able to regularly purchase,  if ever, computer  peripherals or other products on
terms as favorable as purchased in the three-month  period ended March 31, 1998.
As a  result,  the  Company's  operating  results  for  the  period  may  not be
indicative of future operating  results.  The Company expects its  profitability
when measured as a percentage of net sales (i.e.  gross margin,  return on sales
or otherwise) to be  significantly  lower in future periods than  experienced by
the Company in the three-month period ended March 31, 1998.

OVERVIEW

      European Micro is an independent  distributor of  microcomputer  products,
including  personal  computers,  memory  modules,  disc  drives  and  networking
products,  selling  products  primarily to  customers  in Western  Europe and to
related parties in the United States.  European Micro has pursued and expects to
continue to pursue a strategy of purchasing  product for resale on the worldwide
surplus or  aftermarket,  as opposed to purchasing  product for resale  directly
from manufacturers.  European Micro's ability to purchase products for resale in
these markets has to date enabled European Micro to  significantly  increase net
sales and achieve strong operating results,  although such operating results may
not be indicative of future results.

      European  Micro  Holdings,  Inc. was formed in December 1997 to serve as a
holding company of two wholly owned  subsidiaries,  European Micro Plc, a public
limited company organized under the laws of the United Kingdom  ("European Micro


                                       9

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


UK"), and Nor'easter Micro, Inc., a Nevada corporation ("Nor'easter").  To date,
the Company has derived  substantially all of its operating income and cash flow
from European  Micro UK.  Nor'easter  was formed in December 1997 to serve as an
independent   distributor  of  microcomputer  products  in  the  United  States.
Nor'easter  is a startup  company  which has not  materially  contributed  to or
affected the Company's  business,  financial condition and results of operations
in the three-month period ended March 31, 1998.

      A majority of the Company's  sales were  denominated  in currencies  other
than the  United  States  dollar.  Changes  in the value of  foreign  currencies
relative  to the United  States  dollar  could  adversely  affect the  Company's
results of operations and cash position.  When possible,  the Company engages in
currency hedging transactions primarily through the purchase and sale of forward
exchange  contracts  intended to reduce  these risks,  although  there can be no
assurance that the Company's hedging transactions will be successful in reducing
such risks. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Currency Risk Management."

RESULTS OF OPERATIONS

      The following table sets forth, for the periods presented,  the percentage
of net sales  represented  by certain  items in  European  Micro's  Consolidated
Statements of Earnings:

                             PERCENTAGE OF NET SALES


                                        (UNAUDITED)            (UNAUDITED)     
                                     THREE MONTHS ENDED     NINE MONTHS ENDED  
                                         MARCH 31,              MARCH 31,      
                                                                               
                                    1998       1997         1998       1997    
                                    ----       ----         ----       ----    
                                                                               
Net sales to third parties           70.1%     100.0%        69.9%       99.8% 
Net sales to related parties         29.9%       0.0%        30.1%        0.2% 
                                    ------     ------      -------      ------ 
Total net sales                     100.0%     100.0%       100.0%      100.0% 
                                    ------     ------      -------      ------ 
Cost of goods sold to third            
parties                             (53.5%)    (89.3%)      (57.4%)     (88.6%)
Cost of goods sold to                                                          
related parties                     (29.7%)     (0.0%)      (29.7%)      (0.2%)
                                    ------     ------      -------      ------ 
Total cost of goods sold            (83.2%)    (89.3%)      (87.1%)     (88.8%)
                                    ------     ------       ------      ------ 
Gross profit                         16.8%      10.7%        12.9%       11.2% 
Operating expenses                   (7.3%)     (6.3%)       (6.3%)      (7.4%)
                                    ------     ------      -------      ------ 
Operating profit                      9.5%       4.4%         6.6%        3.8% 
Interest expense                     (0.3%)     (0.7%)       (0.4%)      (0.4%)
Share of (loss)/ income in the                                                 
in the unconsolidated affiliate       0.0%      (0.4%)        0.0%       (0.1%)
                                    ------     ------       ------      ------ 
Income before income taxes            9.2%       3.3%         6.2%        3.2% 
Provision for income taxes          (3.1%)     (1.2%)       (2.1%)      (1.2%) 
                                                                               
                                    ------     ------      -------      ------ 
Net Income                            6.1%       2.1%         4.1%        2.0% 
                                    ======     ======      ======       ======

                                       10

<PAGE>

                          EUROPEAN MICRO HOLDINGS, INC.

                                   
THREE-MONTH PERIOD ENDED MARCH 31, 1998 AND 1997

      TOTAL NET SALES. Total net sales increased $25.6 million,  or 188.3%, from
$13.6 million in the three-month period ended March 31, 1997 to $39.1 million in
the  comparable  period in 1998.  This  increase  was  attributable  to sales to
related parties (accounting for approximately $11.7 million) and the purchase of
computer  peripherals  which were acquired by the Company on  exceptional  terms
(accounting for approximately $13.8 million) and subsequently sold. There can be
no  assurance  that the Company  will be able to maintain  the level of sales or
sales growth  achieved in this period  because the Company does not expect to be
able to achieve the exceptional opportunities in connection with the purchase of
peripherals  or  other  products  on  terms  as  favorable  as  achieved  in the
three-month period ended March 31, 1998.

      Net sales to related parties increased to $11.7 million in the three-month
period  ended March 31,  1998.  This  increase is  attributable  to purchases of
computer  peripherals  made on behalf of related  parties.  The related  parties
consist of a group of entities in which an ownership  interest is held by either
of the two primary  shareholders  of the Company,  John B. Gallagher or Harry D.
Shields. In order to facilitate fast and efficient  international  transactions,
each member of the group has acted as a supplier  for, and purchaser  from,  the
other members of the group. The group has attempted to price  inter-group  sales
at one percent above the selling  group  member's  cost,  although the group has
made numerous  exceptions in times of short supply,  to cover assembly costs and
to reward certain group members for exceptional low-cost purchases.  None of the
members  of the group are under any legal  obligation  to  continue  to act as a
supplier for or purchaser from the other members of the group. If the Company is
unable to sell product to other  members of the group,  the  Company's  revenues
will be significantly reduced and its business,  financial condition and results
of operations will be materially adversely affected.

      Excluding net sales to related parties, net sales increased $13.8 million,
or 102.1%,  from $13.6 million in the three-month period ended March 31, 1997 to
$27.4 million in the comparable period in 1998. This is largely  attributable to
the purchase and subsequent sale of computer  peripherals during the period. The
Company does not expect to be able to regularly  purchase  computer  peripherals
and other products on terms as favorable as achieved in the  three-month  period
ended March 31, 1998.

      GROSS PROFIT.  Gross profit increased $5.1 million,  or 340.0%,  from $1.5
million in the  three-month  period  ended March 31, 1997 to $6.6 million in the
comparable  period  in 1998 due  principally  to  greater  sales in the  period,
including  the  purchase  of  computer  peripherals  which were  acquired by the
Company on  exceptional  terms and  subsequently  sold.  Gross profit  excluding
related party transactions  increased $5.0 million, or 333.3%, from $1.5 million



                                       11


<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


in the  three-month  period ended March 31, 1997 to $6.5 million the  comparable
period  in 1998.  Gross  profit  attributable  to  related  party  sales was not
significant in the three-month  period ended March 31, 1998. The Company's gross
profit in the period was unusually  high due to the favorable  terms the Company
was able purchase  computer  peripherals for in the period.  The Company expects
its gross profit to be significantly lower in future periods because it does not
expect to achieve the exceptional  opportunities in connection with the purchase
of computer  peripherals and other products on terms as favorable as achieved in
the three-month period ended March 31, 1998.

      Gross margin  increased from 10.7% in the  three-month  period ended March
31, 1997 to 16.8% in the  comparable  period in 1998.  Excluding  related  party
transactions,  gross margin increased from 10.7% in the three-month period ended
March 31, 1997 to 23.7% in the  comparable  period in 1998.  This  increase  was
largely  attributable  to higher gross margins  associated with the purchase and
subsequent  sale  of  computer   peripherals  which  the  Company  purchased  on
exceptional  terms.  The Company  expects its gross  margin to be  significantly
lower in future periods  because it does not expect to be able to make purchases
similar to that achieved in the three-month period ended March 31, 1998.

      OPERATING EXPENSES.  Operating expenses as a percentage of total net sales
increased  from 6.3% in the  three-month  period ended March 31, 1997 to 7.3% in
the comparable period in 1998.  Excluding related party transactions,  operating
expenses as a percentage  of net sales  increased  from 6.1% in the  three-month
period ended March 31, 1997 to 10.4% in the comparable period in 1998. Operating
expenses  increased  primarily due to higher  commission and bonus  compensation
paid during the period. The Company's commission and bonus compensation is based
on the  Company's  gross  margin.  For the reasons set forth above,  the Company
achieved higher gross margins in the period which resulted in higher  commission
and bonus compensation in the period.

      INTEREST  EXPENSE.  Interest expense  increased by $24,000 from $93,000 in
three-month  period ended March 31, 1997 to $117,000 in the comparable period in
1998. This was  attributable to increased  borrowings by the Company to fund its
inventory and accounts receivable.

      INCOME TAXES. Income taxes as a percentage of earnings before income taxes
decreased from 36.5% in the three-month  period ended March 31, 1997 to 33.8% in
the  comparable  period in 1998.  The decrease was primarily  attributable  to a
decrease in the amount of disallowed travel and  entertainment  expenditures for
corporate income tax purposes.  The effective rate of income tax may increase as
a result of the change in  structure  and the mix of sales  across  the  various
countries to which the Company sells its products.

      INTEREST IN JOINT VENTURE.  The Company's share of income or loss from Big
Blue Europe, B.V., a 50% joint venture,  increased from a loss of $49,000 in the
three-month  period  ended March 31, 1997 to a gain of $2,000 in the  comparable
period in 1998. These earnings are attributed to the business  maturing past the
start-up  stage.  The Company expects this trend to continue as Big Blue Europe,
B.V. attracts more customers and further strengthens existing relationships.

                                       12

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


NINE-MONTH PERIOD ENDED MARCH 31, 1998 AND 1997

      TOTAL NET SALES.  Total net sales increased $52 million,  or 156.5%,  from
$33.2 million in the nine-month  period ended March 31, 1997 to $85.2 million in
the comparable period in 1998. Excluding net sales to related parties, net sales
increased $26.4 million,  or 79.6%,  from $33.2 million in the nine-month period
ended March 31,1997 to $59.6 million in comparable  period in 1998. The increase
in net  sales was  attributable  to sales to  related  parties  (accounting  for
approximately   $25.6  million),   the  purchase  of  computer   peripherals  on
exceptional  terms  and  subsequently   sold  in  the  period   (accounting  for
approximately  $13.8  million),  the  broadening of the  Company's  product base
(accounting for  approximately  $6.0 million),  the return of some key personnel
from temporary leave (accounting for approximately  $4.0 million) and the growth
of the Premier Dealers  Division  (accounting for  approximately  $2.6 million).
There can be no assurance that the Company will be able to maintain the level of
sales or sales  growth  achieved  in this period  because  the Company  does not
expect to be able to regularly purchase  peripherals and other products on terms
as favorable as achieved in the three-month period ended March 31, 1998.

      Net sales to related  parties  increased $25.6 million from $65,000 in the
nine-month  period ended March 31,1997 to $25.7 million in the comparable period
in 1998. This increase is attributable to purchases of computer peripherals made
on behalf of related parties and subsequently  sold them which in turn sold them
to third parties.

      GROSS PROFIT.  Gross profit increased $7.3 million,  or 195.4%,  from $3.7
million in the  nine-month  period  ended  March 31,  1997 to $11 million in the
comparable  period in 1998.  Gross profit excluding  related party  transactions
increased to $10.6 million the nine-month  period ended March 31, 1998 from $3.7
million in the same period of the prior year. The Company's  gross profit in the
current  period was unusually  high due to the  favorable  terms the Company was
able to purchase computer  peripherals for in the three-month period ended March
31,  1998.  The Company  expects its gross profit to be  significantly  lower in
future  periods  because  it does not  expect to be able to  regularly  purchase
computer  peripherals  and other  products on terms as favorable as purchased in
the three-month period ended march 31, 1998.

      Gross margins  increased from 11.2% in the  nine-month  period ended March
31, 1997 to 12.9% in the  comparable  period in 1998.  Excluding  related  party
transactions,  gross margin increased from 11.2% in the nine-month  period ended
March 31, 1997 to 17.8% in the comparable  period in 1998. The increase in gross
margins was  attributable to higher than usual margins caused by the purchase of
computer  peripherals  in the period  which  were  purchased  by the  Company on
exceptional terms and subsequently sold. The Company expects its gross margin to
be  significantly  lower in future periods because it does not expect to be able
to regularly  purchase products on as favorable terms as that experienced in the
period.

      OPERATING EXPENSES.  Operating expenses as a percentage of total net sales
decreased from 7.3% in the nine-month period ended March 31, 1997 to 6.3% in the
comparable  period  in 1998 due  primarily  to the  increase  in total net sales
relative to operating  expenses.  Operating  expenses consist primarily of fixed
costs,  such as  wages,  salaries,  rents and  rates.  Excluding  related  party
transactions,  operating  expenses as a percentage of net sales  increased  from

                                       13

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


7.0% in the  nine-month  period  ended March 31, 1997 to 8.8% in the  comparable
period in 1998. Operating expenses as a percentage of net sales increased due to
higher commission and bonus  compensation paid during the period.  The Company's
commission and bonus  compensation is based on the Company's  gross margin.  For
the reasons set forth above,  the Company  achieved  higher gross margins in the
period which resulted in higher commission and bonus compensation.

      INTEREST EXPENSE.  Interest expense increased by $183,000 from $145,000 in
nine-month  period ended March 31, 1997 to $328,000 in the comparable  period in
1998. This was  attributable  to increased  borrowings by European Micro to fund
its inventory and accounts receivable.

      INCOME TAXES. Income taxes as a percentage of earnings before income taxes
decreased from 37.4% in the  nine-month  period ended March 31, 1997 to 33.4% in
the comparable  period in 1998. This decrease was attributable to a reduction in
the amount of disallowed  travel and  entertainment  expenditures  for corporate
income tax purposes. The effective rate of income tax may increase in the future
periods as a result of the change in  structure  and the mix of sales across the
various countries to which the Company sells its products.

      INTEREST IN JOINT VENTURE.  European  Micro's share of income or loss from
Big Blue Europe,  B.V. increased from a loss of $49,000 in the nine-month period
ended  March 31,  1997 to a gain of  $23,000 in the  comparable  period in 1998.
These  earnings  are  attributable  to the business  maturing  past the start-up
stage.  The Company  expects  this trend to continue  as Big Blue  Europe,  B.V.
attracts more customers and further strengthens existing relationships.

SEASONALITY

      European Micro  typically  experiences  variability in its total net sales
and net income on a quarterly basis as a result of many factors.  These include,
but are not limited  to,  seasonal  variations  in demand for the  products  and
services  offered by the Company,  the introduction of new hardware and software
technologies and products  offering  improved  features and  functionality,  the
introduction  of new products  and services by the Company and its  competitors,
the loss or consolidation of a significant supplier or customer,  changes in the
level of operating expenses, inventory adjustments,  product supply constraints,
competitive conditions including pricing, interest rate fluctuations, the impact
of  acquisitions,   currency   fluctuations  and  general  economic  conditions.
Historical  operating  results  have  included a  reduction  in demand in Europe
during the summer months.

LIQUIDITY AND CAPITAL RESOURCES

      Short-term  working  capital  requirements  are funded by a combination of
overdraft  facilities  provided by National  Westminster  Bank Plc together with
accounts  receivable  financing  provided  by  Lombard  NatWest.  Both of  these
facilities are set and reviewed annually.  Short-term obligations must be repaid
within one year. In both cases,  the amounts drawn down attract the same rate of
interest based on a markup over the bank  borrowing rate in the United  Kingdom.
The  overdraft  facility was  $830,000 in fiscal 1997 and was  increased to $2.0
million  during  the  nine-month  period  ended  March 31,  1998.  The  accounts
receivable financing provides for draw-down of 80% of trade receivables.

                                       14

<PAGE>



                          EUROPEAN MICRO HOLDINGS, INC.


      Long-term  funding is supplied to the Company in the form of capital lease
agreements.  Long-term  obligations are due for repayment in more than one year.
These  agreements  are made  through both Lloyds  Bowmaker  and NatWest  Vehicle
Solutions,  and are secured by vehicles owned by the Company. The agreements are
usually for thirty six months from the date of purchase  and are  typically  for
80% of the purchase  value of the  vehicle.  All but one of the  agreements  are
subject to variable rate interest.  As of March 31, 1998,  the  borrowings  were
$153,000, of which $84,000 was due after more than one year.

      European Micro's typical principal need for additional  working capital in
fiscal 1998 is  expected  to be for the  purchase  of  additional  inventory  to
support growth and to take greater advantage of available cash discounts offered
by certain of European  Micro's  suppliers for early payment.  European Micro is
seeking  additional cash for this purpose  through the Company's  initial public
offering and its existing bank credit lines,  but there can be no assurance that
financing  will  be  available  on  terms  acceptable  to  European  Micro.  The
unavailability of such financing could adversely affect the Company.

      Net cash used in  operating  activities  during the  nine-month  period to
March 31, 1998 amounted to  $3,983,000.  Significant  factors in the use of cash
were an increase in trade receivables of $6,034,000, an increase in inventory of
$2,477,000, an increase in other current assets of $2,489,000, and a decrease in
trade  payables of  $1,362,000.  The increase in trade  receivables  was largely
attributable to the increase in net sales  primarily in the  three-month  period
ended March 31,  1998.  The increase in inventory  was largely  attributable  to
large  quantity  purchases  of  computer  products  at prices  which the Company
considered to be favorable.  Many of these  purchases were paid for upon receipt
of the  products,  resulting  in a decrease in trade  payables.  The increase in
other current assets is largely  attributable  to an increase in receivables due
from  suppliers  under price  protection  agreements  and the costs incurred and
deferred in connection with the Company's initial public offering. The amount of
cash used in the Company's operations were partially offset by net income in the
period of $3,534,000, cash generated from an increase in payables due to related
parties  of  $770,000,  a  reduction  in  amounts  due from  related  parties of
$510,000,  accrued but unpaid  taxes of  $1,644,000  (due to the increase in net
income) and other accrued but unpaid payables of $1,879,000 consisting primarily
of an  increase  in the  value  added  tax  payable  and  commission  and  bonus
compensation payable.

      Cash  used  in  investing  activities  amounted  to  $330,000,  consisting
primarily  of  expenditures  on vehicles of  $270,000,  fixtures and fittings of
$120,000 and office equipment of $61,000.  Cash used in investing activities was
partially offset by the sale of vehicles of $121,000.

      Cash provided by financing activities was $4,543,000,  of which $3,245,000
was provided by the  Company's  drawdown of its bank  overdraft  facility and an
increase in the Lombard NatWest debt  discounting  facility of $1,784,000.  Cash
provided by financing  activities was partially  offset by dividend  payments of
$550,000.

                                       15

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.



ASSET MANAGEMENT

      INVENTORY.  European  Micro's goal is to achieve high inventory  turns and
maintain a low number of stock keeping units and thereby reduce European Micro's
working capital requirements.  European Micro's strategy to achieve this goal is
to both  effectively  manage its  inventory  and achieve  high order fill rates.
Inventory  levels  may vary from  period to  period,  due to  factors  including
increases or  decreases in sales  levels,  European  Micro's  practice of making
large-volume  purchases  when it deems  such  purchases  to be  attractive,  new
products and changes in European Micro's product mix.

      ACCOUNTS  RECEIVABLE.  European Micro sells its products and services to a
customer  base of more  than 250  value-added  resellers,  corporate  resellers,
retailers and direct marketers. European Micro offers credit terms to qualifying
customers and also sells on a pre-pay and  cash-on-delivery  basis. With respect
to credit  sales,  European  Micro  attempts to control its bad debt exposure by
monitoring   customers'   creditworthiness   and,  where  practicable,   through
participation  in  credit  associations  that  provide  customer  credit  rating
information for certain accounts. Substantially all of European Micro's accounts
receivables  are insured and its positive  credit results have allowed  European
Micro to enjoy  what it  believes  to be one of the most  competitive  insurance
rates in the industry.

CURRENCY RISK MANAGEMENT

      REPORTING CURRENCY.  European Micro Holdings, Inc.'s and Nor'easter Micro,
Inc.  reporting and  functional  currency,  as defined by Statement of Financial
Accounting  Standards  No.  52, is the  United  States  Dollar.  The  functional
currency of European  Micro UK is the United  Kingdom Pound  Sterling.  European
Micro  UK  translates  into the  reporting  currency  by  measuring  assets  and
liabilities  using the  exchange  rates in effect at the balance  sheet date and
results of operations  using the average  exchange rates  prevailing  during the
period.

      HEDGING AND CURRENCY  MANAGEMENT  ACTIVITIES.  European Micro  Holdings,
Inc. has not yet  attempted  to protect  European  Micro UK's Pounds  Sterling
based  assets from long term swings  against the United  States  Dollar.  This
may be given some consideration in the future.

      European  Micro  UK  recognizes   that  it  has  currency   exposure  when
transactions are consummated in currency other than Pound Sterling. For example,
for the quarter ended March 31, 1998,  purchases of inventory by European  Micro
UK, were in pound sterling (79%),  Spanish pesetas (15%),  United States dollars
(3%) and other (3%). The most  significant  currencies in which sales were made,
other than pound sterling (30%),  were United States dollars (35%),  German Mark
(10%),  Dutch  guilder (8%),  French franc (5%) and others (12%).  Additionally,
receivables are also significantly  spread out over several currencies.  Lastly,
to the extent that bank  balances are  maintained in different  currencies  that
would also be subject to fluctuations against the pound sterling.

      The policy of the Company is not to hedge specifically  against individual
daily transactions.  Instead, the exposure to a currency is determined every two
to three days.  This is done by comparing the bank account  balances and account
receivables  with  accounts  payable,  all in the  same  currency  to  create  a
"natural" hedge.  Thereafter,  to the extent that a bank balance and the account

                                       16

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


receivable are not totally offset by the accounts payable, there would be a need
to cover the residual  credit  balance  with a forward  currency  contract.  The
Company tends to concentrate  its currency  management  into four  currencies --
pound  sterling,  United  States  dollars,  Dutch  guilder and German  Mark.  It
normally  deems the exposure in other minor  currencies to be minimal.  However,
when the  Company  buys  products  in other  currencies,  the  Company  may,  in
conjunction with current market advice, book a forward contract to cover current
and some anticipated future purchases.

      The currency  instruments  used by the Company are always  either  forward
contracts with fixed or optional take up dates. Moreover, in as much as the need
is to cover  short-term  receivables or payables  (usually  always sub 45 days),
these contracts are usually for periods that do not exceed more than 60 days.

INTER-GROUP SALES

      In order to achieve attractive prices from suppliers,  a large quantity of
a product must be firmly committed to. European Micro polls the other members of
the group poll each  other for  informal  commitments  to help  distribute  that
product.  Thereafter,  the  purchasing  member of the  group,  would  obtain the
product, examine the product for damage and authenticity, and then supervise the
shipping to the other group members. In such capacity,  the purchasing member of
the group acts as a "purchasing agent" for the other group members.

      In the  nine-month  period ended March 31,1998,  European Micro  benefited
from low mark-up  purchases  from the related  parties of $4.5  million.  Due to
market conditions such as the strengthening of the United States dollar relative
to  the  pound   sterling  and  an  aggressive   sales  effort  from  a  leading
manufacturer,  European Micro sales to the related parties during the nine-month
period ended March 31, 1998 increased to $25.7 million. While the average margin
on these sales was approximately  1.5% compared to an average margin of 17.8% on
sales to  unrelated  third  parties  during  the same  period,  such  margin was
sufficient  to cover  any costs  incurred  by the  Company  in  purchasing  such
products on behalf of the group. Significantly, European Micro was able to enjoy
the  marginal  benefits  from the lower cost of the  remaining  product  for its
sales.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
         -----------------------------------------------------------

         Not applicable.





                                       17

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


PART II

ITEM 1.   LEGAL PROCEEDINGS.
          -----------------

         The Company is involved in various claims and legal actions  arising in
the ordinary  course of  business.  In the opinion of  management,  the ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's consolidated financial condition, results of operations or liquidity.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.
          ------------------------------------------

         (a)   Not applicable.

         (b)      Not applicable.

         (c) On January 31, 1998,  the Company  issued an aggregate of 4,000,000
shares of  common  stock,  par  value  $0.01  per  share,  to John B.  Gallagher
(1,900,000 shares),  Harry D. Shields (1,602,696 shares),  Thomas H. Minkoff, as
Trustee of the Gallagher  Family Trust  (100,000  shares) and Stuart S. Southard
and  Robert H.  True,  Trustees  of the 1997 Henry  Daniel  Shields  Irrevocable
Educational  Trust  (397,304  shares)  in  exchange  for all of their  shares of
ordinary stock of European  Micro UK pursuant to an exemption from  registration
under Section 4(2) of the Securities Act of 1933, as amended.  No commissions or
other remuneration was paid in connection with the  above-described  issuance of
securities.

         (d) The Company's Registration Statement (the "Registration Statement")
on Form S-1 filed by the Company on January 16,  1998 (File No.  333-44393)  was
declared  effective by the Securities and Exchange  Commission on April 6, 1998.
The  offering   commenced  on  April  6,  1998  pursuant  to  a  "best  efforts"
underwriting  by Tarpon  Scurry  Investments,  Inc. The  Registration  Statement
registered up to 1,100,000 shares of common stock, par value $0.01 per share, of
the Company at an initial  offering  price of $10.00 per share for an  aggregate
offering price of $11,000,000.  Of the 1,100,000 shares  registered  pursuant to
the Registration  Statement,  1,000,000 shares are being sold for the account of
the Company,  50,000 shares are being sold for the account of John B.  Gallagher
and 50,000 shares are being sold for the account of Harry D. Shields.  As of May
8, 1998,  the initial public  offering had neither  terminated nor closed and no
shares of common stock of the Company had been sold by any of the  Company,  Mr.
Gallagher or Mr. Shields.

         The Company has not  provided  the amount of expenses  incurred for its
account in connection with the issuance and distribution of the shares of common
stock registered pursuant to the Registration  Statement because the ending date
of the  reporting  period  preceded  the  effective  date  of  the  Registration
Statement. SEE Item 701(f)(4) of Regulation S-K.

         As of the date hereof,  the Company has not received any proceeds  from
the initial  public  offering  because the offering has neither  terminated  nor
closed.  All  proceeds  received  in the  offering  to date have been paid to an

                                       18

<PAGE>


                          EUROPEAN MICRO HOLDINGS, INC.


escrow agent were such  proceeds will remain until the offering is terminated in
accordance with the terms of the Registration Statement.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
          -------------------------------
 
         Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
          ---------------------------------------------------

         (1) On  January  13,  1998 by  unanimous  written  consent in lieu of a
meeting,  the  shareholders of the Company (i) increased the number of directors
of the Company to six (6) members,  (ii) divided the board into three equal size
classes serving staggered  three-year terms, (iii) elected as directors Laurence
Gilbert  (initial  term of office  will  expire in 1998),  Bernadette  Spofforth
(initial term of office will expire in 1998), Kyle Saxon (initial term of office
will expire in 1999),  John B. Gallagher  (initial term of office will expire in
2000) and Harry Shields  (initial term of office will expire in 2000),  and (iv)
elected as officers John B. Gallagher,  Co-Chairman and  Co-President,  Harry D.
Shields,  Co-Chairman and Co-President,  and Jay Nash, Chief Financial  Officer,
Controller, Secretary and Treasurer.

         (2) On February  13,  1998 by  unanimous  written  consent in lieu of a
meeting,  the  shareholders  of the Company adopted the European Micro Holdings,
Inc. 1998 Stock  Incentive  Plan (the  "Incentive  Plan") and the European Micro
Holdings,  Inc. Employee Stock Purchase Plan (the "Purchase Plan"). A summary of
each of the  Incentive  Plan and the Purchase Plan is contained in the Company's
Registration Statement.

         (3) On February  13,  1998 by  unanimous  written  consent in lieu of a
meeting, the shareholders of the Company elected Barrett Sutton as a director of
the Company. Mr. Sutton's initial term of office will expire in the year 1999.

         (4) On  March  18,  1998  by  unanimous  written  consent  in lieu of a
meeting,  the  shareholders of the Company amended its articles of incorporation
to revise the year in which each director's  initial term of office will expire.
The dates set forth in Items 4(1) and 4(3) above  reflect this  amendment to the
articles of incorporation.

ITEM 5.  OTHER INFORMATION.
         -----------------

         Not applicable.





                                       19

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.
          ---------------------------------

(a)   EXHIBITS.

EXHIBIT     
  NO.        DESCRIPTION                        LOCATION                        
-------      -----------                        --------

 3.01        Articles of Incorporation             Incorporated by reference to
                                                   Exhibit No. 3.01 to
                                                   Registrant's Registration
                                                   Statement (the "Registration
                                                   Statement") on Form S-1
                                                   (Registration Number
                                                   333-44393).
                                                                                
 3.02        Certificate of Amendment of           Provided herewith            
             Articles of Incorporation                                          
                                                                                
 3.03        Bylaws                                Incorporated by reference to 
                                                   Exhibit No. 3.02 to the      
                                                   Registration Statement.      
                                                                                
 4.01        Form of Stock Certificate             Incorporated by reference to 
                                                   Exhibit No. 4.01 to the      
                                                   Registration Statement.      
                                                                                
 4.02        1998 Stock Incentive Plan             Incorporated by reference to 
                                                   Exhibit No. 4.02 to the      
                                                   Registration Statement.      
                                                                                
 4.03        1998 Stock Employee Stock             Incorporated by reference to 
             Purchase Plan                         Exhibit No. 4.03 to the      
                                                   Registration Statement.      
                                                                                
 4.04        Form of Lock-up Agreement             Incorporated by reference to 
                                                   Exhibit No. 4.04 to the      
                                                   Registration Statement.      
                                                                                
 10.01       Form of Advice of Borrowing Terms     Incorporated by reference to 
             with National Westminister Bank       Exhibit No. 10.01 to the     
             Plc                                   Registration Statement.      
                                                                                
 10.02       Invoice Discounting Agreement         Incorporated by reference to 
             with Lombard Natwest Discounting      Exhibit No. 10.02 to the     
             Limited, dated November 21, 1996      Registration Statement.      
                                                                                
 10.03       Commercial Credit Insurance,          Incorporated by reference to 
             policy number 60322, with Hermes      Exhibit No. 10.03 to the     
             Kreditversicherungs-AG                Registration Statement.      
             dated August 1, 1995                                               
                                                                                
 10.04       Commercial Credit Insurance,          Incorporated by reference to 
             policy number 82692, with Hermes      Exhibit No. 10.04 to the     
             Kreditversicherungs-AG                Registration Statement.      
             dated August 1, 1995                                               
                                                                                
 10.05       Consignment Agreement with            Incorporated by reference to 
             European Micro Computer B.V.,         Exhibit No. 10.05 to the     
             dated January 1996                    Registration Statement.      
                                                                                
 10.06       Distributor Agreement with            Incorporated by reference to 
             WatchGuard Technologies, Inc.,        Exhibit No. 10.06 to the     
             dated November 5, 1997                Registration Statement.      
                                                                                
 10.07       Shareholders' Cross-Purchase          Incorporated by reference to 
             Agreement by and between Jeffrey      Exhibit No. 10.07 to the     
             Gerard Alnwick, Marie Alnwick,        Registration Statement.      
             European Micro Plc and Big Blue                                    
             Europe, B.V. dated August 21, 1997                                 
                                                                                
                                       20
<PAGE>

 10.08       Trusteed Shareholders                 Incorporated by reference to 
             Cross-Purchase Agreement by and       Exhibit No. 10.08 to the     
             between John B. Gallagher, Harry      Registration Statement.      
             D. Shields, Thomas H. Minkoff,                                     
             Trustee of the Gallagher Family                                    
             Trust, Robert H. True and Stuart                                   
             S. Southard, Trustees of the                                       
             Henry Daniel Shields 1997                                          
             Irrevocable Educational Trust,                                     
             European Micro Holdings, Inc. and                                  
             SunTrust Bank, Nashville, N.A.,                                    
             as Trustee dated January 31, 1998     
                                                                                
 10.09       Executive Employment Agreement        Incorporated by reference to 
             between John B. Gallagher and         Exhibit No. 10.09 to the     
             European Micro Holdings, Inc.         Registration Statement.      
             effective as of January 1, 1998                                    
                                                                                
 10.10       Executive Employment Agreement        Incorporated by reference to 
             between Harry D. Shields and          Exhibit No. 10.10 to the     
             European Micro Holdings, Inc.         Registration Statement.      
             effective as of January 1, 1998                                    
                                                                                
 10.11       Contract of Employment Agreement      Incorporated by reference to 
             between Laurence Gilbert and          Exhibit No. 10.11 to the     
             European Micro UK dated March 14,     Registration Statement.      
             1998                                                               
                                                                                
 10.12       Contract of Employment between        Incorporated by reference to 
             Bernadette Spofforth and European     Exhibit No. 10.12 to the     
             Micro UK dated April 30, 1996         Registration Statement.      
                                                                                
 10.13       Subscription Agreement by and         Incorporated by reference to 
             between John B. Gallagher, Harry      Exhibit No. 10.13 to the     
             D. Shields, Thomas H. Minkoff,        Registration Statement.      
             Trustee of the Gallagher Family                                    
             Trust, Robert H. True and Stuart                                   
             S. Southard, Trustees of the                                       
             Henry Daniel Shields 1997                                          
             Irrevocable Educational Trust,                                     
             European Micro Holdings, Inc.                                      
             effective as of January 31, 1998                                   
                                                                                
 10.14       Administrative Services Contract      Incorporated by reference to 
             by and between European Micro         Exhibit No. 10.14 to the     
             Holdings, Inc. and European Micro     Registration Statement.      
             Plc effective as of January 1,                                     
             1998                                                               
                                                                                
 10.15       Escrow Agreement between European     Incorporated by reference to 
             Micro Holdings, Inc., Tarpon          Exhibit No. 10.15 to the     
             Scurry Investments, Inc. and The      Registration Statement.      
             Chase Manhattan dated as of March                                  
             24, 1998                                                           
                                                                                
 10.16       Form of Indemnification               Incorporated by reference to 
             Agreements with officers and          Exhibit No. 10.16 to the     
             directors                             Registration Statement.      
                                                                                
 10.17       Form of Transfer Agent Agreement      Incorporated by reference to 
             with Chase Mellon Shareholder         Exhibit No. 10.17 to the     
             Services, L.L.C.                      Registration Statement.      
                                                                                
 11.01       Statement re: computation of          Not applicable               
             earnings                                                           
                                                                                
 18.01       Letter on change in accounting        Not applicable               
             principles                                                         
                                                                                
 19.01       Reports furnished to Security         Not applicable               
             holders                                                            
                                                                                
 22.01       Published report regarding            Not applicable               
             matters submitted to vote                                          

 23.01       Consents of experts and counsel       Not applicable  

 24.01       Power of Attorney                     Not applicable 

 27.01       Financial Data Schedule               Provided herewith

(b)   REPORTS ON FORM 8-K.

      None.

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<PAGE>


                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  May 13, 1998                       EUROPEAN MICRO HOLDINGS, INC.


                                          By: /s/ John B. Gallagher
                                              ------------------------------
                                              John B. Gallagher
                                              Co-President



























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