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

                                    33-93970
                            (Commission File Number)

                         International Wire Group, Inc.
             (Exact name of Registrant as specified in its charter)


                                    Delaware
         (State or other jurisdiction of incorporation or organization)


                                   43-1705942
                      (I.R.S. Employer Identification No.)


                              101 South Hanley Road
                               St. Louis, MO 63105
                                 (314) 719-1000
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES [X] NO [ ]


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

                                                    Outstanding at
      Class                                         April 30, 1999
      -----                                         --------------

  Common Stock                                           1,000



                                       1
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.


<TABLE>
<CAPTION>
                                                       INDEX
PART I - FINANCIAL INFORMATION                                                                                         Page
<S>                                                                                                                   <C>
  International Wire Group, Inc.
      Condensed Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998......................             3
      Condensed Consolidated Statements of Operations for the three month periods ended March 31, 1999
           and 1998.........................................................................................             4
      Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 1999
           and 1998.........................................................................................             5
      Notes to Condensed Consolidated Financial Statements..................................................             6
  Management's Discussion and Analysis of Financial Condition and Results of Operations.....................            14
  Quantitative and Qualitative Disclosure About Market Risk.................................................            18

PART II - OTHER INFORMATION.................................................................................            20

SIGNATURES..................................................................................................            21

</TABLE>



                                       2
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                                   March 31,    December 31,
                                                                               -----------------------------
                                                                                    1999           1998
                                                                               -----------------------------
 ASSETS                                                                        (Unaudited)
<S>                                                                            <C>              <C>    
Current assets:
  Cash and cash equivalents ...............................................    $   2,412        $      --
  Accounts receivable, less allowance of $2,382
    and $2,633, respectively ..............................................       87,714           81,369
  Inventories .............................................................       73,719           82,968
  Other current assets ....................................................       21,089           28,617
                                                                               ---------        ---------
    Total current assets ..................................................      184,934          192,954
Property, plant and equipment, net ........................................      180,032          178,647
Intangibles and other assets ..............................................      264,266          267,513
                                                                               ---------        ---------
    Total assets ..........................................................    $ 629,232        $ 639,114
                                                                               =========        =========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current liabilities:
  Current maturities of long-term obligations .............................    $   6,538        $   6,222
  Accounts payable ........................................................       37,212           34,461
  Accrued and other liabilities ...........................................       52,488           60,922
  Accrued interest ........................................................       13,070            3,674
                                                                               ---------        ---------
    Total current liabilities .............................................      109,308          105,279
Long-term obligations, less current maturities ............................      509,856          520,983
Other long-term liabilities ...............................................       39,739           44,412
                                                                               ---------        ---------
    Total liabilities .....................................................      658,903          670,674
Stockholder's equity (deficit):
  Common stock, $.01 par value, 1,000 shares
    Authorized, issued and outstanding ....................................            0                0
  Contributed capital .....................................................      114,330          114,172
  Carryover of predecessor basis ..........................................      (67,762)         (67,762)
  Accumulated deficit .....................................................      (76,239)         (77,970)
---------------------------------------------------------------------------    ---------        ---------
    Total stockholder's equity (deficit) ..................................      (29,671)         (31,560)
---------------------------------------------------------------------------    ---------        ---------
    Total liabilities and stockholder's equity (deficit)...................    $ 629,232        $ 639,114
                                                                               =========        ========= 
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       3
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)
                                   (Unaudited)


                                                             Three Months
                                                            Ended March 31,
                                                     -------------------------- 
                                                          1999           1998
                                                     -------------------------- 

Net sales ........................................     $ 160,951      $ 174,006
Operating expenses:
  Cost of goods sold .............................       113,917        128,796
  Selling, general and
   administrative expenses .......................        16,418         15,469
  Depreciation and
   amortization ..................................        10,183          9,067
                                                       ---------      ---------
Operating income .................................        20,433         20,674
Other income (expense):
  Interest expense ...............................       (12,478)       (13,043)
  Amortization of deferred financing costs .......          (972)          (953)
  Other, net .....................................          --                4
                                                       ---------      ---------
Income before income tax
  provision and cumulative effect of
  change in accounting principle .................         6,983          6,682
Income tax provision .............................         2,933          2,766
                                                       ---------      ---------
Income before cumulative effect
  of change in accounting
  principle ......................................         4,050          3,916
Cumulative effect of change in
  accounting for start-up costs,
  net of tax benefit of $1,679 ...................        (2,319)          --
                                                       ---------      ---------
Net income .......................................     $   1,731      $   3,916
                                                       =========      =========


See accompanying notes to the condensed consolidated financial statements.


                                       4
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                               Three Months
                                                              Ended March 31,
                                                           --------------------
                                                              1999       1998
                                                           -------------------- 
                                                  
Cash flows provided by (used in) operating activities:
  Net income ...........................................   $  1,731    $  3,916
  Adjustments to reconcile net income to ...............
      net cash provided by (used in) operating
      activities:
    Depreciation and amortization ......................     11,155      10,020
    Cumulative effect of change in accounting
     for start-up costs ................................      3,998          --
    Change in assets and liabilities, net of
     acquisitions:
      Accounts receivable ..............................     (6,345)     (7,299)
      Inventories ......................................      9,249      11,432
      Other assets .....................................      2,846       1,553
      Accounts payable .................................      2,751      (9,642)
      Accrued and other liabilities ....................     (8,434)        624
      Accrued interest .................................      9,396       9,167
      Other long-term liabilities ......................     (4,673)        (90)
                                                           --------    --------
Net cash provided by operating
  activities ...........................................     21,674      19,681
                                                           --------    --------
Cash flows used in investing activities:
  Capital expenditures .................................     (8,493)     (8,304)
                                                           --------    --------
Net cash used in investing activities ..................     (8,493)     (8,304)
                                                           --------    --------
Cash flows provided by (used in) financing activities:
  Equity proceeds ......................................         42        --
  Repayment of long-term obligations ...................     (1,811)     (1,486)
  Repayment on revolver (net) ..........................     (9,000)       (825)
                                                           --------    --------
Net cash used in financing activities ..................    (10,769)     (2,311)
                                                           --------    --------
Net change in cash and cash equivalents ................      2,412       9,066
Cash at beginning of the period ........................       --          --
                                                           --------    --------
Cash at end of the period ..............................   $  2,412    $  9,066
                                                           ========    ========


See accompanying notes to the condensed consolidated financial statements.


                                       5
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (Unaudited)

1.    Basis of Presentation

      Unaudited Interim Condensed Consolidated Financial Statements

      The unaudited interim condensed consolidated financial statements reflect
      all adjustments consisting only of normal recurring adjustments which are,
      in the opinion of management, necessary for a fair presentation of the
      financial position and results of operations of the Company. The results
      for the three months ended March 31, 1999 are not necessarily indicative
      of the results that may be expected for a full fiscal year. These
      financial statements should be read in conjunction with the audited
      consolidated financial statements and notes thereto included in the
      Company's Annual Report on Form 10-K filed with the Securities and
      Exchange Commission for the year ended December 31, 1998.


      Statement of Cash Flows

      Interest paid for the three months ended March 31, 1999 and 1998, was
      approximately $3,100 and $3,900, respectively. Total income taxes paid
      (refunded) for the three months ended March 31, 1999 and 1998, was
      approximately ($500) and $200, respectively.


      Change in Accounting Principle

      In April 1998, the Financial Accounting Standards Board ("FASB") issued
      Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
      Activities," which requires costs of start-up activities and organization
      costs to be expensed as incurred. SOP 98-5 is effective for financial
      statements for fiscal years beginning after December 15, 1998. The Company
      adopted SOP 98-5 effective January 1, 1999. The Company had $3,998 in net
      capitalized start-up costs remaining at December 31, 1998, which the
      Company expensed in accordance with SOP 98-5 during the quarter ended
      March 31, 1999.

      Recently Issued Accounting Standards

      In June 1998, the FASB adopted Statement of Financial Accounting Standards
      ("SFAS") No.133, "Accounting for Derivative Instruments and Hedging
      Activities." SFAS No.133 establishes accounting and reporting standards
      requiring that every derivative instrument (including certain derivative
      instruments embedded in other contracts) be recorded in the balance sheet
      as either an asset or liability measured at its fair value and that
      changes in the derivative's fair value be recognized currently in earnings
      unless specific hedge accounting criteria are met. Special accounting for
      qualifying hedges allows a derivative's gains and losses to offset related
      results on the hedged item in the income statement, and requires that a
      company must formally document, designate, and assess the effectiveness of
      transactions that receive hedge accounting. SFAS No.133 is effective for
      fiscal years beginning after June 15, 1999. The Company believes that the
      future adoption of this statement will not have a significant impact on
      the results of operations or financial position of the Company.


                                       6
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


2.    Inventories

      The composition of inventories at March 31, 1999 is as follows:

     
       Raw materials................................................  $   30,065
       Work-in-process .............................................      13,016
       Finished goods ..............................................      30,638
                                                                      ----------
         Total......................................................  $   73,719
                                                                      ==========

         The carrying value of inventories on a last-in, first-out basis, at
         March 31, 1999, approximates its current cost.

3.    Long-Term Obligations

      The composition of long-term obligations at March 31, 1999 is as follows:


      Amended and Restated Credit Agreement:                                    
        Revolving credit facility.....................................$        -
        Term facility ................................................   179,062
      Senior Subordinated Notes.......................................   150,000
      Series B Senior Subordinated Notes..............................   150,000
      Series B Senior Subordinated Notes Premium......................    10,979
      Industrial revenue bonds........................................    15,500
      Other...........................................................    10,853
                                                                      ----------
                                                                         516,394
      Less, current maturities........................................     6,538
                                                                      ----------
                                                                      $  509,856


      The Amended and Restated Credit Agreement contains several financial
      covenants which, among other things, require the Company to maintain
      certain financial ratios and restrict the Company's ability to incur
      indebtedness, make capital expenditures and pay dividends.

      The Company's 11 3/4% Senior Subordinated Notes, 11 3/4% Series B Senior
      Subordinated Notes, and 14% Senior Subordinated Notes (collectively, the
      "Senior Notes") restrict, among other things, the incurrence of additional
      indebtedness by the Company, the payment of dividends and other
      distributions in respect of the Company's capital stock, the imposition of
      restrictions on the payment of dividends and other distributions by the
      Company's subsidiaries, the creation of liens on the properties and the
      assets of the Company to secure certain subordinated debt and certain
      mergers, sales of assets and transactions with affiliates.

4.    Plant Closing Expense

      A summary of activity related to plant closings is as follows:


                                        7
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<CAPTION>
                                                                                         Three Months
                                                                                             Ended
                                                                                           March 31,
                                                                                   ---------------------------
                                                                                    1999               1998
                                                                                   ---------------------------

       <S>                                                                       <C>                 <C>     
       Balance, beginning of period....................................          $  1,079            $  1,445
       Charges to operations:
         Facility shut-down costs......................................                --                  --
         Lease commitments.............................................                --                  --
         Key personnel and severance costs.............................                --                  --
                                                                                 --------            --------
                                                                                       --                  --
                                                                                 --------            --------
       Costs incurred:
         Facility shut-down costs......................................              (483)                (43)
         Lease commitments.............................................              (173)               (236)
         Key personnel and severance costs.............................                --                 (36)
                                                                                 --------            --------
                                                                                     (656)               (315)
                                                                                 --------            --------
       Balance, end of period..........................................          $    423            $  1,130
                                                                                 ========            ========
</TABLE>

5.    Business Segment Information

      The Company conducts its operations through two business segments, a Wire
      Segment and a Wire Harness Segment. Segment data includes intersegment
      revenues, as well as charges allocating corporate administrative costs to
      each of its operating segments. The Company evaluates the performance of
      its segments and allocates resources to them based on operating income.

      The table below presents information about reported segments for the
      quarters ended March 31, 1999 and 1998:

<TABLE>
<CAPTION>

      Quarter Ended March 31, 1999                                                    Wire
                                                                  Wire              Harness           Consolidated
      <S>                                                       <C>               <C>                <C>       
      Sales.................................................... $119,418          $  49,700          $  169,118
      Intersegment sales.......................................   (8,167)                --              (8,167)
                                                                 -------         ----------          -----------
      Sales to customers.......................................  111,251             49,700             160,951
      Operating income......................................... $ 14,340          $   6,093          $   20,433

      Quarter Ended March 31, 1998                                                   Wire
                                                                  Wire              Harness           Consolidated
      Sales.................................................... $135,338          $  44,731          $  180,069
      Intersegment sales.......................................   (6,063)                --              (6,063)
                                                                  -------         ----------          -----------
      Sales to customers.......................................  129,275             44,731             174,006
      Operating income......................................... $ 14,970          $   5,704          $   20,674
</TABLE>


      A reconciliation of total operating income for reportable segments to
      consolidated income before income tax provision and cumulative effect
      of change in accounting principle for the quarters ended March 31, 1999
      and 1998 is as follows:

                                       8
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                                     
                                                            Quarter Ended
                                                              March 31,
                                                     -------------------- ------
                                                        1999           1998
                                                     ---------------------------

     Total operating income for
       reportable segments...........................$ 20,433        $ 20,674
     Other income (expense):
       Interest expense.............................. (12,478)        (13,043)
       Amortization of deferred
         financing costs.............................    (972)           (953)
       Other, net....................................      --               4
                                                     --------        --------

     Consolidated income before
       income tax provision and
       cumulative effect of change
       in accounting principle.......................$  6,983        $  6,682
                                                     ========        ========


     6.    Guarantor Subsidiaries

     The Senior Notes are fully and unconditionally (as well as jointly and
     severally) guaranteed on an unsecured, senior subordinated basis by each
     subsidiary of the Company (the "Guarantor Subsidiaries") other than Electro
     Componentes de Mexico, S.A. de C.V., Wirekraft Industries de Mexico, S.A.
     de C.V., IWG-Philippines, Inc., IWG International, Inc. and
     Italtrecce-Societa Italiana Trecce & Affini S.r.l. (the "Non-Guarantor
     Subsidiaries"). Each of the Guarantor Subsidiaries and Non-Guarantor
     Subsidiaries is wholly owned by the Company.

     The following condensed, consolidating financial statements of the Company
     include the accounts of the Company, the combined accounts of the Guarantor
     Subsidiaries and the combined accounts of the Non-Guarantor Subsidiaries.
     Given the size of the Non-Guarantor Subsidiaries relative to the Company on
     a consolidated basis, separate financial statements of the respective
     Guarantor Subsidiaries are not presented because management has determined
     that such information is not material in assessing the Guarantor
     Subsidiaries.

                                       9
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<CAPTION>
                                                               TOTAL
                                                   TOTAL       NON-
                                      COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS    TOTAL
                                     ---------------------------------------------------------
BALANCE SHEET
    AS OF MARCH 31, 1999
<S>                                  <C>         <C>         <C>         <C>          <C>      
ASSETS
    Cash and cash equivalents ....   $      --   $   2,280   $     132   $      --    $   2,412
    Accounts receivable ..........          --      82,845       5,827        (958)      87,714
    Inventories ..................          --      72,953         766          --       73,719
    Other assets .................          --      20,489         600          --       21,089
                                     ---------   ---------   ---------   ---------    ---------
       Total current assets ......          --     178,567       7,325        (958)     184,934
    Property, plant and equipment,
      net ........................          --     153,908      26,124          --      180,032
    Investment in subsidiaries ...     616,366          --          --    (653,922)          --
    Intangibles and other assets .      19,293     235,792       9,181          --      264,266
                                     ---------   ---------   ---------   ---------    ---------
       Total assets ..............   $ 635,659   $ 568,267   $  42,630   $(654,880)   $ 629,232
                                     =========   =========   =========   =========    =========
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)

<S>                                  <C>          <C>          <C>          <C>          <C>      
Current liabilities .................$  18,132    $  85,019    $   7,115    $    (958)   $ 109,308
Long-term obligations, less
  current maturities ................. 489,979       19,529          348           --      509,856
Other long-term liabilities ..........      --       39,739           --           --       39,739
Intercompany (receivable)
 payable..............................  89,457     (118,766)      29,309           --           --
                                       -------    ---------    ---------    ---------    ---------
   Total liabilities ................. 597,568       25,521       36,772         (958)     658,903
Stockholder's equity
 (deficit):
 Common stock ........................       0            0            0            0            0
 Contributed capital ................. 114,330      572,012        6,118     (578,130)     114,330
 Carryover of predecessor
   basis..............................      --      (67,762)          --           --      (67,762)
 Retained earnings
   (accumulated deficit) ............. (76,239)      38,496         (260)     (75,792)     (76,239)
                                       -------    ---------    ---------    ---------    ---------
   Total stockholder's equity
     (deficit) .......................  38,091      542,746        5,858     (653,922)     (29,671)
                                       -------    ---------    ---------    ---------    ---------
   Total liabilities and
     stockholder's equity
       (deficit).....................$ 635,659    $ 568,267    $  42,630    $(654,880)   $ 629,232
                                       =======    =========    =========    =========    =========
</TABLE>


                                       10
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
                                                              TOTAL
                                                   TOTAL       NON-
                                      COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS    TOTAL
                                     ---------------------------------------------------------
BALANCE SHEET
    AS OF DECEMBER 31, 1998
<S>                                  <C>         <C>         <C>         <C>          <C>      
ASSETS
    Cash and cash equivalents ....   $      --   $      --   $      --   $      --    $      --
    Accounts receivable ..........          --      79,444       2,969      (1,044)      81,369
    Inventories ..................          --      80,803       2,165          --       82,968
    Other assets .................          --      23,414       5,203          --       28,617
                                     ---------   ---------   ---------   ---------    ---------
       Total current assets ......          --     183,661      10,337      (1,044)     192,954
    Property, plant and equipment,
      net ........................          --     153,587      25,060          --      178,647
    Investment in subsidiaries ...     666,004          --          --    (666,004)          --
    Intangibles and other assets .      20,265     242,338       4,910          --      267,513
                                     ---------   ---------   ---------   ---------    ---------
       Total assets ..............   $ 686,269   $ 579,586   $  40,307   $(667,048)   $ 639,114
                                     =========   =========   =========   =========    =========
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S       
EQUITY (DEFICIT)
<S>                              <C>          <C>          <C>          <C>          <C>      
Current liabilities ..........   $   8,424    $  90,215    $   7,684    $  (1,044)   $ 105,279
Long-term obligations, less
   current maturities ........     500,795       19,840          348           --      520,983
Other long-term liabilities ..          --       44,412           --           --       44,412
Intercompany (receivable)
  payable ....................     140,848     (167,245)      26,397           --           --
                                 ---------    ---------    ---------    ---------    ---------
   Total liabilities .........     650,067      (12,778)      34,429       (1,044)     670,674
Stockholder's equity (deficit):
 Common stock ................           0            0            0           --            0
 Contributed capital .........     114,172      572,012        6,118     (578,130)     114,172
 Carryover of predecessor
   basis......................          --      (67,762)          --           --      (67,762)
 Retained earnings
   (accumulated deficit) .....     (77,970)      88,114         (240)     (87,874)     (77,970)
                                 ---------    ---------    ---------    ---------    ---------
   Total stockholder's equity
     (deficit) ...............      36,202      592,364        5,878     (666,004)     (31,560)
                                 ---------    ---------    ---------    ---------    ---------
   Total liabilities and
     stockholder's equity
     (deficit) ...............   $ 686,269    $ 579,586    $  40,307    $(667,048)   $ 639,114
                                 =========    =========    =========    =========    =========
</TABLE>

                                       11
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<CAPTION>
                                                                                           TOTAL                            
                                                                              TOTAL        NON-
                                                               COMPANY      GUARANTOR     GUARANTOR  ELIMINATIONS   TOTAL
                                                              -------------------------------------------------------------
STATEMENT OF OPERATIONS                                     
  FOR THE THREE MONTHS ENDED         
    MARCH 31, 1999
<S>                                                           <C>          <C>          <C>          <C>          <C>      
Net sales .................................................   $      --    $ 156,111    $  19,095    $ (14,255)   $ 160,951

Operating expenses:
    Cost of goods sold ....................................          --      117,670       10,502      (14,255)     113,917
    Selling, general and
       administrative expenses ............................          --       11,426        4,992           --       16,418
    Depreciation and amortization .........................          --        6,981        3,202           --       10,183
                                                              ---------    ---------    ---------    ---------    ---------
Operating income ..........................................          --       20,034          399           --       20,433

Other income (expense):
    Interest expense ......................................     (12,206)        (272)          --           --      (12,478)
    Amortization of deferred
       financing costs ....................................      (3,806)       2,834           --           --         (972)
    Equity in net income (loss) of subsidiaries............      17,743           --           --      (17,743)          --
                                                              ---------    ---------    ---------    ---------    ---------
Income before income tax
  provision and cumulative
  effect of change in
  accounting principle ....................................       1,731       22,596          399      (17,743)       6,983
Income tax provision ......................................          --        2,514          419           --        2,933
                                                              ---------    ---------    ---------    ---------    ---------
Income before cumulative effect
  of change in accounting
  principle ...............................................       1,731       20,082          (20)     (17,743)       4,050
Cumulative effect of change in
  accounting for start-up costs,
  net of tax benefit of $1,679 ............................          --       (2,319)          --           --       (2,319)
                                                              ---------    ---------    ---------    ---------    ---------

Net income (loss)..........................................   $   1,731    $  17,763    $     (20)   $ (17,743)   $   1,731
                                                              =========    =========    =========    =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                    TOTAL
                                                                    TOTAL           NON-
                                                     COMPANY      GUARANTOR        GUARANTOR       ELIMINATIONS          TOTAL
                                                  ---------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS ENDED         
    MARCH 31,1998
<S>                                                  <C>            <C>             <C>            <C>                 <C>       
Net sales...................................         $    --       $  174,006        $  5,882       $ (5,882)          $  174,006

Operating expenses
  Cost of goods sold........................              --          130,249           4,429         (5,882)             128,796
  Selling, general and
    administrative expenses.................              --           12,190           3,279             --               15,469
  Depreciation and amortization.............              --            8,251             816             --                9,067
                                                     -------        ---------         -------      ---------           ----------
Operating income (loss)                                   --           23,316          (2,642)            --               20,674

Other income (expense):
  Interest expense..........................         (13,008)             (35)             --             --              (13,043)
  Amortization of deferred            
    financing costs.........................            (953)              --              --             --                 (953)
  Equity in net income (loss) of
    subsidiaries............................          17,877               --              --        (17,877)                  --
  Other.....................................              --                4              --             --                    4
                                                     -------           ------       ---------      ---------              -------
Income (loss) before income tax
  provision.................................           3,916           23,285          (2,642)       (17,877)               6,682
Income tax provision........................              --            2,554             212             --                2,766
                                                     -------        ---------       ---------      ---------           ----------

Net income (loss)...........................         $ 3,916        $  20,731       $  (2,854)     $ (17,877)          $    3,916
                                                     =======        =========       ===========    =========           ==========
</TABLE>

                                       12
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<CAPTION>
                                                                TOTAL                            
                                                   TOTAL        NON-
                                    COMPANY      GUARANTOR     GUARANTOR   ELIMINATIONS    TOTAL
                                   --------------------------------------------------------------
STATEMENT OF CASH FLOWS
  FOR THE THREE MONTHS ENDED        
   MARCH 31, 1999
<S>                                <C>           <C>           <C>          <C>          <C>      
Net cash from operating
  activities ...................   $ 10,462      $  8,917      $  2,295     $      --    $ 21,674 
Cash flows used in investing                                                             
  activities for capital                                                                 
  expenditures .................         --        (6,330)       (2,163)           --      (8,493)
Cash flows provided by (used in)                                                         
  financing activities:                                                                  
    Equity proceeds ............         42            --            --            --          42
    Repayment of long-term                                                               
      obligations ..............    (10,504)         (307)           --            --     (10,811)
                                   --------      --------      --------     ---------    --------
Net cash provided by (used in)                                                           
    financing activities .......    (10,462)         (307)           --            --     (10,769)
--------------------------------   --------      --------      --------     ---------    --------
                                                                                         
Net change in cash and cash                                                              
  equivalents ..................   $     --      $  2,280      $    132     $      --    $  2,412
                                   ========      ========      ========     =========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                                TOTAL                            
                                                   TOTAL        NON-
                                    COMPANY      GUARANTOR     GUARANTOR   ELIMINATIONS    TOTAL
                                   --------------------------------------------------------------
STATEMENT OF CASH FLOWS
  FOR THE THREE MONTHS ENDED
    MARCH 31, 1998
<S>                               <C>             <C>           <C>         <C>           <C>         
Net cash from operating
  activities ..............       $ (2,693)       $ 17,983      $  4,391    $      --     $ 19,681    
Net cash used in  investing                                                               
  activities for capital                                                                  
  expenditures ............             --          (4,548)       (3,756)          --       (8,304)
Net cash provided by                                                                      
  (used in) financing                                                                     
  activities related net                                                                  
  repayment of long-term                                                                  
  obligations .............          2,693          (5,004)           --           --       (2,311)
                                  --------        --------      --------    ---------     --------
                                                                                          
Net change in cash and cash                                                               
  equivalents .............       $     --        $  8,431      $    635    $      --     $  9,066
                                  ========        ========      ========    =========     ========
</TABLE>

                                       13
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL
-------

The Company  conducts its  operations  through two segments:  (i) wire products,
which includes both bare wire and insulated wire products, and (ii) wire harness
products.  The  following  discussion  and  analysis  includes  the  results  of
operations  for the three  months  ended March 31,  1999,  compared to the three
months ended March 31, 1998.

Included in the three months ended March 31, 1999, are the results of operations
of Spargo  Wire  Company,  Inc.  (acquired  on April 1, 1998) and the results of
operations of Italtrecce S.r.l. (acquired on July 1, 1998).

A portion of the Company's  revenues is derived from  processing  customer-owned
("tolled")  copper.  The value of tolled  copper is excluded from both sales and
costs of sales of the Company, as title to these materials and the related risks
of ownership do not pass to the Company.

The  cost of  copper  has  historically  been  subject  to  fluctuations.  While
fluctuations  in the price of copper may directly  affect the per unit prices of
the Company's  products,  these  fluctuations  have not had, nor are expected to
have,  a material  impact on the  Company's  profitability  due to copper  price
pass-through  arrangements that the Company has with its customers.  These sales
arrangements  are based on similar  variations of monthly copper price formulas.
Use of these  copper  price  formulas  minimizes  the  differences  between  raw
material copper costs charged to the cost of sales and the pass-through  pricing
charged to customers.



RESULTS OF OPERATIONS
---------------------

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998
-------------------------------------------------------------------------------

Net  sales for the three  months  ended  March  31,  1999 were  $161.0  million,
representing a $13.1 million, or 7.5%, decrease compared to the first quarter of
1998.  Increases  in Wire  Harness  Segment  sales were more than  offset by the
impact of a  decrease  in the  average  cost and  selling  price of copper and a
decrease in Wire Segment unit volume.  In general,  the Company  prices its wire
products  based  upon a spread  over  the cost of  copper,  which  results  in a
decreased dollar value of sales when copper costs decrease. The average price of
copper based upon the New York Mercantile Exchange,  Inc. ("COMEX") decreased to
$0.64 per pound  during the three  months  ended  March 31,  1999 from $0.77 per
pound during the three months ended March 31, 1998.

Wire Segment sales were $111.3 million and decreased $18.0 million, or 13.9%, in
the three  months  ended March 31, 1999 as  compared to the three  months  ended
March  31,  1998.  This was a result of the lower  costs and  selling  prices of
copper and lower sales to automotive  customers who have shifted their supply to
in-house production. These effects were partially offset by unit growth in sales
of appliance lead wire. Within the Wire Harness Segment, net sales for the three
months ended March 31, 1999 were $49.7 million,  representing a $5.0 million, or
11.1%,  increase  compared to the first quarter of 1998. The increase


                                       14
<PAGE>
was due to higher sales to existing  appliance  customers and additional  volume
from new business.

Cost of goods  sold as a  percentage  of sales  improved  to 70.8% for the three
months  ended  March 31,  1999 from 74.0% for the three  months  ended March 31,
1998. This improvement reflected cost reductions achieved from material savings,
improved  operating  efficiencies and equipment upgrades and the impact of lower
copper prices.

Selling,  general and  administrative  expenses  increased $0.9 million to $16.4
million for the three months ended March 31, 1999  compared to $15.5 million for
the same  period in 1998 due to the  effect of the 1998  acquisitions  of Spargo
Wire Company,  Inc. and Italtrecce S.r.l. and the higher unit volume in the Wire
Harness Segment.

Depreciation and amortization was $10.2 million for the three months ended March
31, 1999  compared to $9.1 million for the same period in 1998.  The increase of
$1.1 million was primarily  the result of  depreciation  of property,  plant and
equipment additions.

Effective January 1, 1999, the Company adopted Statement of Position (SOP) 98-5,
"Reporting  on the  Costs  of  Start-Up  Activities,"  which  requires  costs of
start-up  activities and organization  costs to be expensed as incurred.  In the
quarter ended March 31, 1999,  the Company had a charge of $4.0 million  related
to the cumulative  effect of this change in accounting  principle.  There was no
such charge in the first quarter of 1998.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Net cash  provided by  operating  activities  improved to $21.7  million for the
three  months  ended March 31,  1999,  compared  to $19.7  million for the three
months ended March 31, 1998.  This increase was primarily due to the increase in
income before non-cash  charges such as depreciation  and  amortization  and the
cumulative effect of a change in accounting principle.

Net cash used in investing activities,  representing capital  expenditures,  was
$8.5 million for the three months ended March 31, 1999, compared to $8.3 million
for the three months ended March 31, 1998.

Net cash used in  financing  activities  was $10.8  million for the three months
ended March 31, 1999, compared to $2.3 million for the same period in 1998. This
increase is due to higher debt  repayments,  including  repayments of borrowings
under the Company's revolving credit facility.

The Company's ability to fund its liquidity and capital  requirements and to pay
its  indebtedness  is limited to its  ability  to  receive  dividends  and other
distributions  from its subsidiaries.  The Company's Amended and Restated Credit
Agreement  and its Senior  Notes  prohibit  the Company  from  imposing  certain
restrictions  on the ability of its  subsidiaries to pay dividends or make other
distributions to the Company.


IMPACT OF YEAR 2000 ISSUE
-------------------------

The Year 2000 Issue is the result of computer programs written using two digits
rather than four to define the applicable year. Any of the Company's computer


                                       15
<PAGE>
programs  that have  date-sensitive  software may recognize a date using "00" as
the year 1900 rather than the year 2000.  This could result in a system  failure
or miscalculations  causing  disruptions of operations,  including,  among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business activities.

During 1997,  the Company  established an internal team comprised of several key
members of the executive  management  group to address the Year 2000 Issue as it
relates to operating  and  administration  of the Company.  The objective of the
review team was to make an assessment of internal risks associated with the Year
2000 Issue  including  the status of the  Company's  internally  used  software,
computer  hardware  and use of computer  applications  in each of the  Company's
business cycles and to develop a remediation plan, where necessary.

Based on the review team's  assessment,  the Company determined that it would be
required  to replace  approximately  60 percent of its  existing  financial  and
operational  software  with Year 2000  compliant  software so that its  computer
systems will  properly  utilize  dates beyond  December 31, 1999.  In 1998,  the
Company selected and purchased a software package that is Year 2000 compliant to
replace the existing  systems  deemed to be  non-compliant  and the  appropriate
computer  hardware  and  network  equipment  necessary  to run the new  software
package.  As of March 31,  1999,  the Company had  completed  testing of the new
software and installed the necessary  computer  hardware and network  equipment.
The Company has also  successfully  implemented the new software at the majority
of its operating  facilities.  The Company  expects the  installation of the new
software at the  remainder of the  non-compliant  locations to be  substantially
complete by mid-1999.

The Company  will utilize  both  internal and external  resources to replace and
test the software for Year 2000 modifications.  The total cost of the project is
estimated to be approximately $7.5 million. As of March 31, 1999,  approximately
$6.4 million of the costs have been incurred.  The majority of the  expenditures
relate to the purchase of new software,  hardware and consulting costs that will
be capitalized and is being funded through operating cash flows.

The costs of the project and the date on which the Company plans to complete the
Year 2000  modifications  are based on management's  best estimates,  which were
derived utilizing numerous  assumptions of future events including the continued
availability of certain resources. However, there can be no guarantee that these
estimates will be achieved and actual results could differ materially from those
plans.  Specific factors that might cause such material differences include, but
are not limited to, the availability and cost of personnel trained in this area,
the ability to locate and  correct  all  relevant  computer  codes,  and similar
uncertainties.

The  Company  has also  reviewed  the Year  2000  status  of its  machinery  and
equipment  utilized in the  manufacturing  process.  The Company has  identified
certain  non-critical  equipment  that is not Year 2000  compliant and has begun
corrective  procedures.  The Company does not expect the costs  associated  with
updating or replacing non Year 2000 compliant equipment to be material.

The  Company is  currently  in the  process of  evaluating  the  external  risks
associated with the Year 2000 Issue. All critical or significant  suppliers have
been  identified  and have been surveyed  regarding  their Year 2000  readiness.
Additionally,  the Company is in constant  contact  with  significant  customers
regarding  the  status  of both  the  Company's  and its  customers'  Year  2000
compliance.  The Company is working with its significant suppliers and customers


                                       16
<PAGE>
to develop contingency plans in the case of system failures. Management believes
that the  Company's  risk with  respect  to its  suppliers  not being  Year 2000
compliant is somewhat  mitigated by the fact that the majority of the  Company's
raw  materials  are  world  traded   commodities  with  numerous   domestic  and
international  sources and the Company has multiple  and flexible  manufacturing
facilities.

Due to the general  uncertainty  inherent in the Year 2000 Issue,  resulting  in
part from the  uncertainty of the Year 2000  readiness of third-party  suppliers
and  customers,  the Company is unable to determine at this time what the impact
of the Year  2000  issues  will have on the  Company's  results  of  operations,
liquidity or financial condition. The Company presently believes,  however, that
with the expected  conversions to new software,  the internal  risks  associated
with the Year 2000 Issue can be mitigated.  However, if such conversions are not
made, or are not completed  timely,  the Year 2000 Issue could have a materially
adverse impact on the results of operations, liquidity or financial condition.














                                       17
<PAGE>
            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


The Company  does not  ordinarily  hold market risk  sensitive  instruments  for
trading purposes. The Company does, however, recognize market risk from interest
rate, foreign currency exchange and commodity price exposure.

INTEREST RATE RISK
------------------

At March 31, 1999,  approximately $195 million of the Company's  long-term debt,
specifically,  borrowings  outstanding  under the Senior Bank Facility and IRBs,
bears  interest at variable  rates.  Accordingly,  the  Company's net income and
after tax cash flow are  affected by changes in  interest  rates.  Assuming  the
current  level of  borrowings  at variable  rates and assuming a two  percentage
point  change  in the  average  interest  rate  under  these  borrowings,  it is
estimated that the Company's  interest  expense for the three months ended March
31, 1999 would have  increased by  approximately  $1.0  million,  resulting in a
decrease to the  Company's  net income and after tax cash flow of  approximately
$0.6 million.  In the event of an adverse change in interest  rates,  management
would likely take actions that would mitigate the Company's  exposure;  however,
due to the  uncertainty  of the actions  that would be taken and their  possible
effects, this analysis assumes no such actions.  Further, this analysis does not
consider  the  effects of the change in the level of overall  economic  activity
that  could  exist  in  such  an  environment.  Additionally,  there  can  be no
assurances  that increases in interest rates will not exceed the above projected
interest rates.

FOREIGN CURRENCY RISK
---------------------

The Company has  operations  in Mexico,  the  Philippines  and Italy.  While the
majority of the  Company's  foreign  transactions  are  denominated  in the U.S.
dollar,  some transactions are denominated in foreign currencies and are subject
to market risk with respect to fluctuations in the relative value of currencies.
The  Company  is most  vulnerable  to changes  in the U.S.  dollar/Mexican  peso
exchange rate. The following  example  illustrates the potential  impact of U.S.
dollar/Mexican peso exchange rate fluctuations on the operating results and cash
flows of the Company.  Assuming the current  level of Mexican peso  requirements
and assuming the Mexican peso traded at a rate that was 10% stronger against the
U.S.  dollar than the actual  exchange  rate at March 31, 1999,  throughout  the
quarter,  it is estimated  that the Company's  operating  expenses for the three
months ended March 31, 1999 would have increased by approximately  $1.3 million,
resulting in a decrease to the  Company's  net income and after tax cash flow of
approximately  $0.8  million.  In the  event of an  adverse  change  in the U.S.
dollar/Mexican  peso exchange  rate,  management  would likely take actions that
would mitigate the Company's  exposure;  however,  due to the uncertainty of the
actions  that  would be taken  and their  possible  effects,  this  hypothetical
analysis assumes no such actions.  Further,  this hypothetical analysis does not
consider  the  effects of the change in the level of overall  economic  activity
that  could  exist  in  such  an  environment.  Additionally,  there  can  be no
assurances  that the U.S.  dollar/Mexican  peso exchange rate will correspond to
the above example.

COMMODITY PRICE RISK
--------------------

The principal raw material used by the Company is copper, which is purchased in
the form of 5/16 inch rod from the major copper producers in North America.


                                       18
<PAGE>
Copper rod prices are based on market prices, which are generally established by
reference to the New York Mercantile  Exchange,  Inc.  ("COMEX") prices,  plus a
premium  charged to convert  copper  cathode to copper rod and deliver it to the
required location. As a world traded commodity,  copper prices have historically
been  subject to  fluctuations.  While  fluctuations  in the price of copper may
directly  affect  the  per  unit  prices  of  the  Company's   products,   these
fluctuations  have not had, nor are  expected to have, a material  impact on the
Company's  profitability due to copper price pass-through  arrangements that the
Company has with its customers.  These sales  arrangements  are based on similar
variations of monthly copper price formulas.  Use of these copper price formulas
minimizes the differences  between raw material copper costs charged to the cost
of sales and the pass-through pricing charged to customers.












                                       19
<PAGE>
PART II.  OTHER INFORMATION

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

(a)                                                                             
       Exhibits
       Exhibit 27.1 - Financial Data Schedule

(b)    Reports on Form 8-K No reports on Form 8-K have been filed during the
       three months ended March 31, 1999.










                                       20
<PAGE>
                                   SIGNATURES




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


                                      INTERNATIONAL WIRE GROUP, INC.


Dated:  May 14, 1999                  By   : /s/ DAVID M. SINDELAR
                                             -----------------------
                                      Name : David M. Sindelar
                                      Title: Senior Vice President and
                                             Chief Financial Officer
                                             (Principal Financial Officer)


                                      By   : /s/ GLENN J. HOLLER
                                             -----------------------
                                      Name : Glenn J. Holler
                                      Title: Vice President - Finance
                                             (Chief Accounting Officer)




                                       21

<PAGE>
                                 EXHIBIT INDEX


       Exhibit 27.1 - Financial Data Schedule