SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    ---------

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 1999

                                       OR

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

For the transition period from _____________ to ____________

                          Commission File Number 1-4923

                            WESTMINSTER CAPITAL, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                        95-2157201
(State or other jurisdiction of               (IRS. Employer Identification No.)
incorporation or organization)

9665 Wilshire Boulevard, Mezzanine, Beverly Hills, CA 90212
(Address of principal executive office)           (Zip Code)

                                  310 278-1930
              (Registrant's Telephone Number, Including Area Code)

     -----------------------------------------------------------------------
              (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. 

|X| Yes   |_| No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date 7,834,607


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF
MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998 (AUDITED)

<TABLE>
<CAPTION>
ASSETS                                                        March 31, 1999       December 31, 1998
------------------------------------------------------- ----------------------- --------------------
<S>                                                             <C>                     <C>         
Cash and cash equivalents                                       $    695,000            $    291,000
Securities available-for-sale, at fair value                      22,247,000              25,982,000
Investment in limited partnerships
   that invest in securities                                       1,966,000               1,996,000
Other investments                                                    500,000                 500,000
Loans receivable, net                                              9,092,000               9,783,000
Accounts receivable                                                1,895,000                 660,000
Income tax refunds receivable                                            --                  260,000
Inventories                                                          230,000                     --
Accrued interest receivable                                          953,000                 937,000
Real estate acquired through foreclosure                                 --                  833,000
Telephone systems, net                                               350,000                 392,000
Property and equipment, net                                          443,000                 147,000
Goodwill, net                                                      5,947,000                 788,000
Other assets                                                         431,000                  28,000
                                                        ======================= ====================
Total Assets                                                    $ 44,749,000            $ 42,597,000
                                                        ======================= ====================

LIABILITIES AND
SHAREHOLDERS' EQUITY
------------------------------------------------------- ----------------------- --------------------

LIABILITIES:
Accounts payable                                                $  1,463,000            $    409,000
Accrued expenses                                                   2,295,000               2,091,000
Obligations under capital leases                                     266,000                 101,000
Deferred income taxes                                              8,096,000               8,006,000
Minority interests                                                   280,000                 143,000
                                                        ----------------------- --------------------
Total Liabilities                                                 12,400,000              10,750,000
                                                        ----------------------- --------------------

SHAREHOLDERS' EQUITY:

Common stock, $1 par value: 30,000,000 shares
    authorized:  7,835,000 shares issued and
    outstanding in 1999 and 1998                                   7,835,000               7,835,000
Capital in excess of par value                                    55,943,000              55,943,000
Accumulated deficit                                              (31,594,000)            (31,996,000)
Accumulated other comprehensive income                               165,000                  65,000
                                                        ----------------------- --------------------
Total Shareholders' Equity                                        32,349,000              31,847,000
                                                        ----------------------- --------------------
Total Liabilities and Shareholders' Equity                      $ 44,749,000            $ 42,597,000
                                                        ======================= ====================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

<TABLE>
<CAPTION>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                      THREE MONTHS      THREE MONTHS
REVENUES:                                            ENDED 3/31/99     ENDED 3/31/98
                                                     -------------     -------------
<S>                                                    <C>               <C>        
Interest on loans                                      $   261,000       $   242,000
Interest on  securities available-for-
   sale and money market funds                             296,000           254,000
Unrealized gains on limited partnerships that
   invest in securities                                    211,000            43,000
Gain on sale of securities available-for-
   sale                                                    178,000            12,000
Sales to packaging customers                             2,023,000               --
Telephone system revenue                                   235,000           352,000
Sales to auto dealers                                    3,682,000         5,062,000
Loss from equity investment                                (19,000)              --
Interest on tax refund                                        --           2,644,000
Other                                                      132,000           (32,000)
                                                       -----------       -----------
Total Revenues                                           6,999,000         8,577,000
                                                       -----------       -----------

EXPENSES:
Telephone time charges                                     123,000           183,000
Cost of sales to auto dealers                            3,437,000         4,841,000
Cost of sales-packaging                                  1,339,000               --
Other telephone system charges                             124,000           178,000
General and administrative                               1,259,000           871,000
                                                       -----------       -----------
Total Expenses                                           6,282,000         6,073,000
                                                       -----------       -----------

INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS                                     717,000         2,504,000

INCOME TAX BENEFIT (PROVISION)                            (279,000)            5,000

MINORITY INTERESTS SHARE OF
(INCOME)/LOSS OF SUBSIDIARIES                              (36,000)            2,000
                                                       -----------       -----------

NET INCOME                                             $   402,000       $ 2,511,000
                                                       ===========       ===========

Net Income Per Common Share:
   Basic                                               $       .05       $       .32
   Diluted                                                     .05               .32

Weighted Average Shares Outstanding:
   Basic                                                 7,835,000         7,835,000
   Diluted                                               7,948,000         7,948,000
</TABLE>

See accompanying notes to consolidated financial statements


                                       3
<PAGE>

<TABLE>
<CAPTION>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                          THREE MONTHS      THREE MONTHS
                                                                         ENDED 3/31/99     ENDED 3/31/98
                                                                         -------------     -------------
<S>                                                                       <C>               <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                $    402,000      $  2,511,000
Adjustments to reconcile net income to net
   cash provided by (used in) by operating activities:
Provision for loan losses and doubtful receivables                                --              55,000
Depreciation, amortization, and accretion, net                                 130,000           108,000
Gain on sales of securities available-for-sale                                (178,000)          (12,000)
Unrealized gains on limited partnerships that
   invest in securities                                                       (211,000)          (43,000)
Gains on sale of real estate acquired through foreclosure                     (112,000)             --
Loss from equity investment                                                     19,000              --
Loss on sale of property and equipment                                            --              43,000
Increase in accounts receivable                                               (306,000)          (56,000)
Decrease (increase) in accrued interest receivable                             (73,000)          167,000
Net change in inventories                                                     (126,000)             --
Net change in income taxes                                                     284,000         1,669,000
Net change in income tax refund receivable, net                                   --          (4,329,000)
Decrease in other assets                                                         9,000             4,000
Net change in accounts payable                                                 556,000           (14,000)
Net change in accrued expenses                                                  (5,000)          (53,000)
Net change in mortgage payable                                                    --            (655,000)
Net change in minority interests                                                26,000           (22,000)
                                                                          ------------      ------------
Net cash provided by (used in) operating activities                            415,000          (627,000)
                                                                          ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of One Source Industries, LLC
   net of cash acquired                                                     (5,125,000)             --
Purchase of securities                                                      (7,051,000)       (3,331,000)
Proceeds from sales of securities                                           11,128,000         2,574,000
Loan originations and purchases                                                (64,000)         (778,000)
Proceeds from sale of real estate acquired through foreclosure                 945,000              --
Proceeds from liquidation of limited partnership interest                      241,000              --
Principal collected on loans receivable                                           --             298,000
Proceeds from sale of property and equipment                                      --             606,000
Purchase of telephone systems and office equipment                             (45,000)           (4,000)
                                                                          ------------      ------------
Net cash provided by (used in) investing activities                             29,000          (635,000)
                                                                          ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of capital leases                                                    (40,000)             --
                                                                          ------------      ------------
Net cash used in financing activities                                          (40,000)             --
                                                                          ------------      ------------

Net change in cash and cash equivalents                                        404,000        (1,262,000)
Cash and cash equivalents, beginning of period                                 291,000         1,738,000
                                                                          ------------      ------------
Cash and cash equivalents, end of period                                  $    695,000      $    476,000
                                                                          ============      ============

Supplemental schedule of non cash investing and financing activities:

Conversion of note receivable inclusive of $57,000
   of accrued interest into a 50% equity investment                       $    857,000      $       --
                                                                          ============      ============

Tax effect of reduced unrealized gains
   on securities available-for-sale                                       $     66,000      $      6,000
                                                                          ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
   
                                                       THREE MONTHS     THREE MONTHS
                                                      ENDED 3/31/99    ENDED 3/31/98
                                                      -------------    -------------
<S>                                                     <C>              <C>     
Net income                                              $   402,000      $ 2,511,000
                                                        -----------      -----------

Other comprehensive income, net of tax:

  Unrealized gains on securities:
    Unrealized holding gains/(losses) arising
       during period                                        207,000           14,000
    Less: reclassification adjustment for gains
       included in net income                              (107,000)          (6,000)
                                                        -----------      -----------

Other comprehensive income                                  100,000            8,000
                                                        -----------      -----------

Comprehensive income                                    $   502,000      $ 2,519,000
                                                        ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements 


                                       5
<PAGE>


WESTMINSTER CAPITAL, INC.  AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1999

1.   BASIS OF PRESENTATION

     In the opinion of Westminster Capital,  Inc. and consolidated entities (the
     "Corporation"),   the   accompanying   unaudited   consolidated   financial
     statements,  prepared from the Corporation's books and records, contain all
     adjustments  (consisting of only normal recurring accruals) necessary for a
     fair presentation of the Corporation's  financial condition as of March 31,
     1999 and December 31, 1998,  and the results of  operations,  statements of
     cash flows and  statements  of  comprehensive  income for the periods ended
     March 31, 1999 and 1998.

     The consolidated  financial  statements include the accounts of Westminster
     Capital,  Inc. and its  subsidiaries  including a 100% interest in Westland
     Associates,  Inc.  ("Westland"),  an 80% interest in One Source Industries,
     LLC ("One  Source")  effective  January  12,  1999 (see  below),  and a 75%
     interest   in   Global    Telecommunications    Systems,    LTD    ("Global
     Telecommunications"), a limited partnership.

     On January 11, 1999, the Corporation acquired an 80% interest in One Source
     Industries,  LLC ("One Source") from One Source  Industries,  Inc. for cash
     consideration  of $4.8 million paid at closing,  deferred  consideration of
     $196,000,  plus up to an additional  $2.15  million in deferred  contingent
     cash  consideration  that may be paid over the next four years based on the
     performance of One Source during such period.  One Source provides turn-key
     packaging  and  point-of-sale  displays  for a broad  spectrum  of consumer
     products ranging from computer software to food products.

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with the  instructions to Form 10-Q and therefore do
     not  include  all  information  and  footnotes  necessary  to  present  the
     financial  position,  results of  operations,  statements of cash flows and
     statements of  comprehensive  income in conformity with generally  accepted
     accounting  principles.  The  material  set forth  below  under the heading
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" is written with the  presumption  that the users of the interim
     financial  statements have read or have access to the most recent report on
     Form  10-K  which  contains  the  latest  audited  consolidated   financial
     statements and notes  thereto,  together with  Management's  Discussion and
     Analysis of Financial  Condition  and Results of  Operations as of December
     31, 1998 and for the year then ended.



                                       6
<PAGE>


2.   SECURITIES AVAILABLE-FOR-SALE

     Securities  available-for-sale  are carried at  estimated  fair value.  The
     amortized cost and estimated fair value of securities available for sale at
     March 31, 1999 and December 31, 1998 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                            Gross              Gross
                                                         Unrealized          Unrealized           Estimated
                                 Amortized Cost             Gains              Losses            Fair Value
                              ---------------------  ------------------  ------------------  ------------------
<S>                                    <C>                 <C>                 <C>                <C>      
March 31, 1999:
U.S. Treasury and Agency
   Securities                          $ 21,794            $    --             $    (23)          $  21,771
Equity and Debt Securities                  171                 318                 (13)                476
                              =====================  ==================  ==================  ==================
     Total                             $ 21,965            $    318            $    (36)          $  22,247
                              =====================  ==================  ==================  ==================

December 31, 1998
U.S. Treasury and Agency
   Securities                          $ 25,638            $     90                 --            $  25,728
Equity and Debt Securities                  241                  65                 (52)                254
                              =====================  ==================  ==================  ==================
     Total                             $ 25,879            $    155            $    (52)          $  25,982
                              =====================  ==================  ==================  ==================
</TABLE>



     Maturities of U.S.  Treasury and Agency Securities were as follows at March
     31, 1999 (in thousands):

                                          Amortized                  Fair
                                            Cost                    Value
                                    ---------------------   --------------------
     Due within one year            $          2,621        $           2,619

     Due after one year through
        five years                            19,173                   19,152
                                    =====================   ====================
                                    $         21,794        $          21,771
                                    =====================   ====================

     Gross  unrealized gains include the value ascribed to warrants which have a
     readily determinable value, whether detached or attached to securities.


                                       7
<PAGE>



3.   LOANS RECEIVABLE

     The  Corporation's  loans  receivable  outstanding  at March  31,  1999 and
     December 31, 1998 were comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                       March 31, 1999           December 31, 1998
                                  -----------------------    -----------------------
<S>                                           <C>                         <C>    
     Loans, net of loan fees,
        Secured by trust
        deeds or mortgages                      2,643                       2,643
     Loans secured by other
        Collateral                              6,449                       7,140

                                  -----------------------    -----------------------

                      Total                   $ 9,092                     $ 9,783
                                  =======================    =======================
</TABLE>


4.   GOODWILL

     The  Corporation's  investments in operating  businesses  include purchased
     goodwill recorded as follows (in thousands):

<TABLE>
<CAPTION>
                                                   Accumulated        Amortization           Net
                                 Purchased        Amortization        for 3 months       Unamortized
                                  Goodwill         at 12/31/98       ended 3/31/99     cost @ 3/31/99
                           ------------------- ------------------ ------------------ ------------------
<S>                            <C>                 <C>                <C>                <C>        
March 31, 1999:
   One Source  Industries      $     4,796         $      --          $      (60)        $     4,736
   Westland Associates                 888               (100)               (22)                766
    Touch Controls                     456                --                 (11)                445
                           =================== ================== ================== ==================
     Total                     $     6,140         $     (100)        $      (93)        $     5,947
                           =================== ================== ================== ==================

<CAPTION>
                                                  Accumulated       Amortization            Net
                                 Purchased       Amortization       for 12 months       Unamortized
                                  Goodwill           1/1/98        ended 12/31/98    cost @12/31/98
                           ------------------- ------------------ ------------------ ------------------
<S>                            <C>                 <C>                <C>                <C>        
December 31, 1998:
   Westland Associates         $       888         $       (8)        $      (92)                788
                           =================== ================== ================== ==================
     Total                     $       888         $       (8)        $      (92)        $       788
                           =================== ================== ================== ==================
</TABLE>

Purchased  goodwill  arising during the current  quarter is discussed in notes 5
and 6 below.

                                       8

<PAGE>


5.   ACQUISITION OF SUBSIDIARY

     As  discussed  in Note 1, the  Corporation  acquired an 80% interest in One
     Source Industries,  LLC ("One Source") from One Source Industries,  Inc. on
     January 11, 1999.  The  acquisition  was  accounted  for under the purchase
     method of  accounting.  The following  table  summarizes  the fair value of
     assets and  liabilities of One Source as of the date of the acquisition and
     the  computation of the excess of the purchase price over the fair value of
     the net assets acquired (in thousands):

                                                       Fair Value of
                                                       Assets Acquired
                                                      and Liabilities
                                                          Assumed
                                                     ------------------
Cash                                                       $  117
Accounts receivable, net                                      929
Inventories                                                   104
Property and equipment, net                                   193
Other assets                                                   41
                                                     -----------------
Total assets                                                1,384
                                                     -----------------

Accounts payable                                              498
Accrued expenses and other liabilities                        208
Capitalized lease obligation                                  120
                                                     -----------------
Total liabilities                                             826
                                                     -----------------

Fair value of net assets at 100%                              558
                                                     -----------------

Fair value of 80% of net assets                               446

Purchase price including closing costs of $ 246             5,242

                                                     -----------------
Excess of purchase price over the fair value
   of net assets acquired                                  $4,796
                                                     =================

The excess of the purchase price over the fair value of the net assets acquired,
goodwill, is being amortized using the straight-line method over 20 years.

6.   EQUITY INVESTMENT

     On January 1,  1999,  the  Corporation  acquired  a 50%  interest  in Touch
     Controls  Inc.,  by  exercising  its option to convert a  convertible  debt
     obligation of $857,000,  which  includes  $57,000 of accrued  interest into
     ownership of common stock.  The excess of investment  cost of $456,000 over
     50% of equity at the date of  investment  has been recorded as goodwill and
     is being amortized over a ten year period. The Corporation's  proportionate
     share of results of  operations  for Touch  Controls is included  under the
     caption "Loss From Equity  Investment"  in the  Consolidated  Statements of
     Income  since the date of the  investment.  The equity  investment,  net of
     current  period  losses of  $19,000,  is  included  in other  assets in the
     Consolidated Statements of Financial Condition.

                                       9

<PAGE>

     The summarized  assets and liabilities of Touch Controls on January 1, 1999
     post debt conversion, and March 31, 1999 were as follows (in thousands):

                                     January 1, 1999         March 31, 1999
                                   -------------------    ------------------

     Total Assets                           $1,595                 $1,502
                                   -------------------    ------------------

     Total Liabilities                         850                    739
                                   -------------------    ------------------

     Total Liabilities and
         Shareholders' Equity               $1,595                 $1,502
                                   -------------------    ------------------


7.   SEGMENT INFORMATION

     Revenues,  gross  profit  and  other  financial  data of the  Corporation's
     industry  segments for the quarters  ended March 31, 1999 and 1998, are set
     forth  below.  All  revenues  are earned in the United  States of  America.
     (Dollars in thousands)

<TABLE>
<CAPTION>
                                          Finance        Group       Packaging
                                        and Secured   Purchasing     Design and       Other
                                          Lending      Services    Manufacturing     Business       Total
                                        -----------   ----------   -------------    ----------    ---------
<S>                                        <C>         <C>              <C>           <C>          <C>     
1999
Revenues                                   $  1,059    $  3,682         $  2,023      $    235     $  6,999
Gross profit                                  1,059         245              684           (12)       1,976
General and administrative                      417         351              491             0        1,259
Depreciation, amortization
   and accretion, net                           (26)         34               80            42          130
Interest expense                                  0           9                3             0           12
Income(loss) before taxes                       642        (106)             193           (12)         717
Identifiable assets                          36,160       1,432            6,592           565       44,749

1998
Revenues                                   $    519    $  5,062         $      0      $  2,996     $  8,577
Gross profit                                    519         221                0         2,635        3,375
General and administrative                      429         442                0             0          871
Depreciation, amortization
    and accretion, net                           21          25                0            62          108
Interest expense                                  0           7                0             0            7
Income(loss) before taxes                        90        (221)               0         2,635        2,504
Identifiable assets                          41,088       2,068                0         1,164       44,320
</TABLE>

     General and  administrative  expenses includes interest expense and the net
     effects of  depreciation,  amortization  and accretion in the  Consolidated
     Statement of Operations.

     Income  (loss)  before taxes  represents  income  before taxes and minority
     interests.

     The  packaging  design  and  manufacturing   segment  reflects  results  of
     operations of One Source from January 12, 1999.

                                       10

<PAGE>

     Other business consists of the operations of Global  Telecommunications for
     the quarter ended March 31, 1999 and 1998. The quarter ended March 31, 1998
     also includes interest on the Franchise Tax Board settlement.


8.   NET INCOME PER COMMON SHARE

     Net income per common  share is computed in  accordance  with  Statement of
     Financial   Accounting  Standards  No.  128,  Earning  Per  Share,  and  is
     calculated  on the basis of the weighted  average  number of common  shares
     outstanding  during  each  period plus the  additional  dilutive  effect of
     common stock equivalents.  The dilutive effect of outstanding stock options
     is calculated using the treasury stock method.


                                       11
<PAGE>


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

     This report contains forward looking  statements  regarding various aspects
of the  Corporation's  business  and  affairs,  including  statements  about the
adequacy  of  collateral  for loans in  default,  the  future  cash needs of the
Corporation and Year 2000 compliance of the Corporation's  computer systems. The
words "expect,"  estimate," "believe" and similar expressions and variations are
intended  to  identify  forward  looking   statements.   These  forward  looking
statements involve substantial risks and uncertainties. The actual results could
differ  materially  from those  discussed  in the  forward  looking  statements.
Statements about future earnings and revenues and the adequacy of cash resources
for future needs are uncertain because of the  unpredictability of future events
affecting  such  statements.  Statements  about  the  adequacy  of  real  estate
collateral involve predictions as to what a buyer will be willing to pay for the
property in the future,  which cannot be known with certainty.  Statements about
Year 2000  compliance are in part  dependent  upon  performance by third parties
over whom the  Corporation  does not have control.  Readers are cautioned not to
put  undue  reliance  on  such  forward  looking  statements.   The  Corporation
undertakes no obligation to publicly revise these forward looking  statements to
reflect events or circumstances that arise after the date hereof.

Results of Operations

     Revenues for the quarter  ended March 31, 1999 were  $6,999,000 as compared
to  $8,577,000  for the quarter  ended March 31, 1998.  The decrease in revenues
resulted  in  part  from a  decrease  in  revenues  at  Westland  Associates  of
$1,380,000  for the quarter  ended March 31, 1999,  from  $5,062,000  during the
quarter  ended March 31, 1998 to  $3,682,000  during the quarter ended March 31,
1999. The decline in revenues of Westland Associates was due in large measure to
the loss of a  significant  parts  vendor,  declines  in sales of certain  other
product  lines and to a decline in sales volume  attributable  to the decline in
the dealer membership base.  Additionally,  interest of $2,644,000  related to a
franchise  tax claim was recorded in the quarter  ended March 31, 1998,  with no
such amount  recorded in the quarter ended March 31, 1999.  These  reductions in
revenues were offset by the  inclusion in revenues of $2,023,000  related to the
operations  of  One  Source,  which  became  an  80%  owned  subsidiary  of  the
Corporation on January 11, 1999.

     Interest on loans was $261,000  during the quarter  ended March 31, 1999 as
compared  to  $242,000  during the quarter  ended  March 31,  1998.  Interest on
securities  available-for-sale  and money market  funds was $296,000  during the
quarter  ended March 31, 1999 as compared to $254,000  during the quarter  ended
March 31, 1998.

     During the quarter ended March 31, 1999, the Corporation  recorded gains of
$178,000 on the sale of securities available-for-sale compared to $12,000 during
the quarter ended March 31, 1998.  During the quarter ended March 31, 1999,  the
Corporation  recorded  unrealized gains on limited  partnerships  that invest in
securities  of $211,000  compared to $43,000  during the quarter ended March 31,
1998.  These limited  partnerships  invest in equity and debt securities and the
Corporation  records gains and losses on these investments based upon the equity
method of accounting.

     Other  revenues  of $132,000  includes a gain of $112,000  from the sale of
real estate acquired through foreclosure during 1997 and sold during the quarter
ended March 31, 1999.

                                       12

<PAGE>

     Telephone system revenues  decreased from $352,000 during the quarter ended
March 31,  1998 to  $235,000  during the  quarter  ended  March 31,  1999.  This
reduction  in revenues  is  primarily  attributable  to the  disposition  of the
contract for the Miramar base  effective  June 30, 1998.  For the quarter  ended
March 31, 1998,  revenues for the Miramar base were  $132,000 and income  before
taxes was $3,000.

     The revenues of $3,682,000 generated by Westland Associates, reported under
the caption "Sales to auto dealers" in the  consolidated  financial  statements,
were offset by direct costs of  $3,437,000,  reported under the caption "Cost of
sales to auto dealers". As a result,  Westland Associates generated gross profit
before operating expenses of $245,000, compared to $221,000 in the quarter ended
March 31,  1998.  The improved  gross  profit has occurred  despite a decline in
sales revenues due to improved  margins,  which have resulted from the change in
product sales mix toward higher margin  business for the quarter ended March 31,
1999.  Operating  expenses  were  $351,000  and  are  included  in  general  and
administrative expenses (See below).

     The  Corporation  recorded a loss of $19,000 during the quarter ended March
31, 1998 in connection with its equity  investment in Touch Controls,  which was
made on January 1, 1999.

     Global  Telecommunication's  expenses  decreased  from $361,000  during the
quarter  ended  March 31, 1998 to  $247,000  during the quarter  ended March 31,
1999,  consistent  with the decline in revenues,  primarily  attributable to the
disposition of the Miramar contract.

         General and  administrative  expenses  increased $388,000 from $871,000
for the quarter ended March 31, 1998 to  $1,259,000  for the quarter ended March
31, 1999.  This  increase  results from general and  administrative  expenses of
$491,000  attributable to One Source, which were offset in part by reductions in
general  and   administrative   expenses  at  Westland   Associates  of  $91,000
attributable to cost saving initiatives and other corporate savings of $12,000.

         An income tax  provision of $279,000 was recorded for the quarter ended
March 31, 1999. This provision represents a combined federal and state effective
tax rate of 40.9%, net of income attributable to minority interests.

         Net  income for the  quarter  ended  March 31,  1999 was  $402,000,  as
compared to $2,511,000  for the quarter ended March 31, 1998.  Basic and diluted
earnings  per share were $0.05 in 1999 versus  $0.32 in 1998.  Weighted  average
basic shares outstanding were 7,835,000 in both 1998 and 1997.  Weighted average
diluted shares outstanding were 7,948,000 in both 1999 and 1998.

Loans Receivable   

         The Corporation's loans receivable at March 31, 1999 were $9,092,000 as
compared to $9,783,000 at December 31, 1998.  During the quarter ended March 31,
1999, an advance of $64,000 was made on an existing loan commitment.

         On January 1, 1999, the Corporation  converted a note receivable in the
principal amount of $800,000,  together with accrued interest of $57,000, into a
50% equity interest in Touch Controls, Inc.

         The Corporation originates and, from time to time, purchases loans that
are secured by real estate, personal property or other collateral. In connection
with each loan proposal,  the Corporation

                                       13

<PAGE>

considers the value and quality of the real estate or other collateral available
to secure the loan compared to the loan amount requested,  the proposed interest
rate and  repayment  terms and the quality of the  borrower.  Loan  originations
occur as opportunities  arise which management  believes to be attractive.  As a
result, the volume of loans originated may vary from quarter to quarter, and new
loan originations may not occur in every quarter.

     At March 31,  1999,  two loans  secured by trust deeds or  mortgages in the
principal  amounts of $1,050,000 and $520,000 were in default.  The  Corporation
commenced  foreclosure  proceedings in October 1997 on the loan in the principal
amount of $1,050,000,  and commenced foreclosure proceedings in February 1998 on
the loan in the  principal  amount of  $520,000.  No  interest  income  has been
recorded  in  revenues  since  the  respective   foreclosure   proceedings  were
commenced.  On  April  12,  1999,  the  Corporation  received  $648,000  in full
settlement of the loan of $520,000 including accrued interest,  late charges and
a recovery  of legal fees and  expenses  in  connection  with this  transaction.
Management  believes that the real estate  collateral  for the remaining loan in
default will be sufficient  to cover the  principal  and interest  owing on this
loan.

     The  existing  loan  commitment  to  Physician  Advantage  LLC  ("Physician
Advantage")  provides  for  a  partially  secured  convertible  loan  of  up  to
$2,000,000 of which  $270,000 is  convertible  into a 55% ownership  interest in
Physician  Advantage.  The loan bears  interest at a variable  rate equal to the
"prime  rate" plus one  percent per annum,  compounded  monthly.  The  principal
balance and all unpaid  accrued  interest are due in  twenty-four  equal monthly
installments  beginning  November  20,  2000.  The loan is secured by a security
interest in all tangible and intangible assets of Physician Advantage.

     The Corporation's obligation to make advances on the loan is conditioned on
Physician  Advantage's  ability to achieve  enrollment of prescribed  numbers of
physicians and certain levels of net income before taxes as of the close of each
calendar  quarter.  As of March 31, 1999,  Physician  Advantage had enrolled the
prescribed  number of physicians,  but had not satisfied the required  levels of
net income before taxes at that date or as of the close of any calendar  quarter
prior to this date.  From inception to March 31, 1999,  Physician  Advantage has
incurred  unaudited  net losses of  $1,258,000  versus a required  milestone net
income  before  taxes  of  $375,000.  Notwithstanding  the  losses  incurred  by
Physician  Advantage,  the  Corporation  has  continued to make advances to that
company and had advanced  $1,506,000  at March 31, 1999. On May 6, 1999 advances
to Physician Advantage totaled $ 1,549,000.

     On March 1, 1999, the Corporation  granted Physician  Advantage and its two
shareholders an option to purchase the Corporation's convertible secured note at
any  time  prior  to May 17,  1999,  for a  purchase  price  equal  to the  then
outstanding  principal and accrued interest plus $600,000.  As consideration for
granting the option,  the  shareholders  of Physician  Advantage  have agreed to
transfer 15% of their equity interest in Physician  Advantage to the Corporation
effective  May 17, 1999,  in the event that the option is not  exercised by that
date. On May 11, 1999, the  Corporation  received  notification  that the option
would not be exercised.

Liquidity  

     The  Corporation's  cash and cash equivalents  increased by $404,000 during
the quarter ended March 31, 1999. The  Corporation's  sources of cash during the
quarter were $11,128,000 from the sale of investment  securities,  $945,000 from
the  sale  of  real  estate  acquired  through  foreclosure  and  $241,000  from
liquidation of an investment.  The Corporation's uses of cash during the quarter

                                       14

<PAGE>

included  $7,051,000  from  the  purchase  of  securities  available  for  sale,
$5,125,000 for the  acquisition  of One Source,  $64,000 in advances on existing
loan commitments, and $45,000 for purchases of office equipment. The Corporation
held U.S. government and agency securities with a market value of $21,771,000 at
March 31, 1999.

     The Corporation intends to pursue the acquisition of one hundred percent or
substantial interests in additional operating businesses. However, no assurances
can  be  given  that  the  Corporation  will  be  able  to  identify  attractive
opportunities,  or if it does, that it will be able to complete  acquisitions on
acceptable  terms.  As the  Corporation  acquires  interests in other  operating
businesses,  it intends to  liquidate  securities  available-for-sale  as may be
necessary to consummate acquisitions.

     In the opinion of  management,  the  Corporation  has  sufficient  cash and
liquid assets to fund its growth and operating plans for the foreseeable future.

Market Risk 

     The  Corporation is exposed to certain market risks,  which are inherent in
the Corporation's financial instruments and arise from transactions entered into
in the normal course of business.  The Corporation has not entered into and does
not enter into derivative  financial  instruments for  speculative  purposes.  A
discussion  of the  Corporation's  primary  market risk  disclosure in financial
instruments  is  presented  below  and  should be read in  conjunction  with the
forward-looking statement included herein.

     The  Corporation  is  subject  to  interest  rate  risk  on its  marketable
securities portfolio and loans receivable.  The marketable  securities portfolio
matures in less than two years.  The loan  receivable  portfolio  comprises both
variable  and fixed rate loans,  with all fixed rate loans being of a short-term
nature.  The  Corporation is subject to equity price risk on its  investments in
limited  partnerships  that  invest  in  securities.  At March 31,  1999,  these
investments represent less than 5% of total assets.

Year 2000 Compliance

     The  inability  of  computers,   software  and  other  equipment  utilizing
microprocessors to recognize and process data fields containing a two digit year
is commonly referred to as the Year 2000 ("Y2K") issue. As Y2K approaches,  some
systems may be unable to accurately  process  certain  information  because some
computer programs have time-sensitive software that recognizes a date using "00"
as the year 1900 rather than the year 2000.  This software  could cause a system
failure or miscalculations  causing disruptions of operation,  including,  among
other things, a temporary inability to process  transactions,  send invoices, or
engage in similar normal business activities.

     The  Corporation  has completed an assessment of its existing  hardware and
software systems and after a review of all material  issues,  one of which being
the year 2000  issue,  has  determined  which  systems  need to be  replaced  or
upgraded.  The  Corporation  has  through  March 31,  1999  contracted  to spend
approximately  $180,000 in system  replacements and upgrades,  most of which was
incurred in the ordinary course of business.

     The remaining upgrades are expected to be completed not later than June 30,
1999,  at an  estimated  cost of $35,000.  The  Corporation  believes  that with
conversions  to new  software,  the year 2000  issue  will not pose  significant
operational problems for its computer systems.

                                       15

<PAGE>

     The cost of the Y2K  project  and the date on which  the  Corporation  will
complete the  conversion are based on  management's  best  estimates,  which are
derived utilizing numerous assumptions of future events, including the continued
availability of certain  resources and other factors.  However,  there can be no
guarantee that these  estimates will be achieved and actual results could differ
materially from those anticipated.

     The Corporation has not fully  determined the extent to which its customers
and vendors  systems may not be  compliant.  There can be no assurance  that the
systems  of other  companies  with  which the  Corporation  deals will be timely
converted or that such failure to convert by another  company  would not have an
adverse  effect on the  Corporation's  financial  position.  The  Corporation is
developing  contingency  plans  to alter  business  relationships  in the  event
certain third parties fail to become Y2K compliant.

     While  the  Corporation  believes  that it will be able to  manage  its Y2K
program without any material adverse effect on its financial condition,  results
of  operations  or cash flows,  no assurance can be given that any or all of the
Corporation's  systems will be Y2K compliant,  or that the impact of any failure
to achieve substantial Y2K compliance will not have a material adverse effect on
the Corporation's financial condition, results of operations or cash flows.

     With the exception of the  historical  information,  the matters  discussed
above include forward-looking statements that involve risks and uncertainties. A
delay in specific factors that might cause differences between the estimates and
actual results  include,  but are not limited to, the  availability  and cost of
personnel  trained in these areas,  the ability of locating correct all relevant
computer  code,  timely  responses  to and  corrections  by  third  parties  and
suppliers,  the ability to implement  interfaces between the new systems and the
systems  not being  replaced,  and  similar  uncertainties.  Due to the  general
uncertainty  inherent  in the Year  2000  problem,  resulting  in part  from the
uncertainty of the Year 2000 readiness of third parties and the inter-connection
of  businesses,  the Company  cannot  ensure that its ability to timely and cost
effectively resolve problems associated with the Year 2000 issue that may effect
its operations and business, or expose it to third party liability.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The information required by this item is incorporated herein by reference to the
section  entitled  "Market  Risk" in  Management's  Discussion  and  Analysis of
Results of Operations and Financial Condition (Part 1, Item 2).

                                       16

<PAGE>

                            PART II-OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               27   Financial Data Schedule

          (b)  Reports on Form 8-K and Form 8-K/A

               Reports on Form 8-K and Form 8-K/A were filed on January 11, 1999
               and  March  26,  1999,  respectively,  reporting  under  Item  2.
               Acquisition  or  Disposition  of  Assets,  and Item 7.  Financial
               Statements and Exhibits.


                                       17

<PAGE>

                                   SIGNATURES

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

Dated:  May 14, 1999               WESTMINSTER CAPITAL, INC.
                                        (Registrant)

                                         By /s/  William Belzberg
                                            -----------------------------
                                            William Belzberg,
                                            Chairman of the Board of
                                            Directors and Chief
                                            Executive Officer


                                         By /s/  Keenan Behrle
                                            -----------------------------
                                            Keenan Behrle
                                            Executive Vice President and
                                            Chief Financial Officer


                                       18