<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

             [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 (Fee required)

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (No fee required)

                        For the transition period from to

                         Commission File Number: 020278

                             ENCORE WIRE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


          DELAWARE                                   75-2274963
  (State of incorporation)                 (I.R.S. Employer Identification No.)


      1410 MILLWOOD ROAD
        MCKINNEY, TEXAS                                 75069
(Address of principal executive offices)             (Zip Code)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 562-9473

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)

         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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes  [ X ]     No   [    ]

          Aggregate market value of Common Stock held by nonaffiliates
                      as of March 10, 1998: $ 230,099,791


 Number of shares of Common Stock outstanding as of March 10, 1998: 10,808,385


                       DOCUMENTS INCORPORATED BY REFERENCE

         Listed below are documents, parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:

   (1) Proxy statement for the 1998 annual meeting of stockholders -- Part III


<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                             NUMBER

<S>                                                                                                               <C>
PART I..........................................................................................................  1
      ITEM 1.   BUSINESS........................................................................................  1
                 General........................................................................................  1
                 Recent Event...................................................................................  1
                 Strategy.......................................................................................  1
                 Products.......................................................................................  2
                 Manufacturing..................................................................................  3
                 Customers......................................................................................  3
                 Marketing and Distribution.....................................................................  3
                 Employees......................................................................................  4
                 Raw Materials..................................................................................  4
                 Competition....................................................................................  4
                 Patent Matters.................................................................................  5
      ITEM 2.   PROPERTIES......................................................................................  5
      ITEM 3.   LEGAL PROCEEDINGS...............................................................................  5
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................  5
                   EXECUTIVE OFFICERS OF THE COMPANY............................................................  6

PART II.........................................................................................................  7
      ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........................  7
      ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA............................................................  8
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........  9
                 General........................................................................................  9
                 Results of Operations..........................................................................  9
                 Liquidity and Capital Resources................................................................ 11
                 Information Regarding Forward Looking Statements............................................... 13
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................................................... 14
      ITEM 9.   DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........................... 26

PART III........................................................................................................ 26
      ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY................................................. 26
      ITEM 11.  EXECUTIVE COMPENSATION.......................................................................... 26
      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................. 26
      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS............................................ 26

PART IV......................................................................................................... 26
      ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                   FORM 8-K..................................................................................... 26
</TABLE>



                                      ii    
<PAGE>   3



                                     PART I

ITEM 1.  BUSINESS

GENERAL

         Encore is a low-cost manufacturer of copper electrical building wire
and cable. The Company is a significant supplier of residential wire for
interior wiring in homes, apartments and manufactured housing. In 1994, the
Company completed a major plant expansion and began manufacturing commercial
wire for commercial and industrial buildings, allowing Encore to offer a broad
line of copper electrical building wire and cable to its customers.

         The Company began operations in 1990. The Company has undergone four
plant expansions (including the commercial wire plant expansion described
above). The Company's net sales have grown from $10.7 million in 1990 to $254.6
million in 1997. As a result, based upon the latest available U.S. Department of
Commerce data, the Company increased its share of the market for residential
wire from less than 2% in 1990 to approximately 16% in 1996. Based on the same
information, the Company's share of the market for the commercial wire that it
manufactures was approximately 8% in 1996. According to this same Department of
Commerce data, the total dollar value of all 1996 U.S. shipments of the types of
residential and commercial wire that the Company manufactures amounted to
approximately $825.3 million and $1.7 billion, respectively.

         The principal customers for Encore's wire are wholesale electrical
distributors, which serve both the residential and commercial wire markets. The
Company sells its products primarily through manufacturers' representatives
located throughout the United States and, to a lesser extent, through its own
direct marketing efforts.

         Encore's strategy is to further expand its share of the markets for
residential wire and for commercial wire primarily by emphasizing a high level
of customer service and low-cost production and, to a lesser extent, the
addition of new products that compliment its current product line. The Company
maintains product inventory levels sufficient to meet anticipated customer
demand and believes that the speed and completeness with which it fills customer
orders are key competitive advantages critical to marketing its products.
Encore's low-cost production capability features an efficient plant design
incorporating highly automated manufacturing equipment, an integrated production
process and a small, incentivized work force.

         The Company is a Delaware corporation with its principal executive
offices and plant located at 1410 Millwood Road, McKinney, Texas 75069. Its
telephone number is (972) 562-9473. As used in this Annual Report, unless
otherwise required by the context, the terms "Company" and "Encore" refer to
Encore Wire Corporation and its consolidated subsidiary.

RECENT EVENTS

         In 1996, the Company's Board of Directors authorized a new project
whereby the Company would construct and equip a copper rod fabrication facility,
as well as a new distribution facility. The new distribution center was
completed in the fourth quarter of 1997 and the copper rod facility is estimated
to be completed in the third quarter of 1998. Both facilities will be located
adjacent to the Company's existing plant on property that was acquired in 1997.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations."

         The Company presently uses copper rod purchased from others to
manufacture its wire and cable products. When the new copper rod fabrication
facility is completed, the Company will produce its own copper rod from copper
cathodes. The Company will also be able to reprocess copper scrap generated by
its operations and copper scrap purchased from others.

STRATEGY

         Encore's strategy for expanding its share of the residential wire and
commercial wire markets emphasizes customer service coupled with low-cost
production.




                                       1
<PAGE>   4

          Customer Service. Responsiveness to customers is a primary focus of
          Encore, with an emphasis on building and maintaining strong customer
          relationships. Encore seeks to establish customer loyalty by achieving
          a high order fill rate and rapidly handling customer inquiries,
          orders, shipments and returns. The Company maintains product
          inventories sufficient to meet anticipated customer demand and
          believes that the speed and completeness with which it fills orders
          are key competitive advantages critical to marketing its products.

          Low-Cost Production. Encore's low-cost production capability features
          an efficient plant design and a small, incentivized work force.

                  Efficient Plant Design. Encore's highly automated wire
                  manufacturing equipment is integrated in an efficient design
                  that reduces materials handling, including labor and
                  in-process inventory.

                  Incentivized Work Force. Encore's hourly manufacturing
                  employees are eligible to receive incentive pay tied to
                  productivity and quality standards. The Company believes that
                  this compensation program enables the plant's manufacturing
                  lines to attain high output and motivates manufacturing
                  employees to continually maintain product quality. The Company
                  also believes that its stock option plan enhances the
                  motivation of its salaried manufacturing supervisors. The
                  Company has coupled these incentives with a comprehensive
                  safety program that emphasizes employee participation.

PRODUCTS

         Encore offers a residential wire product line that consists primarily
of NM cable and UF cable and, in 1994, began offering a line of THHN cable, the
most widely used type of commercial wire. Additionally, the Company manufactures
other types of commercial wire products. NM, UF and THHN cable are all
manufactured with copper as the conductor. The Company also purchases small
quantities of other types of wire to re-sell to the customers that buy the
products it manufactures. The Company maintains between 100 and 150 stock
keeping units (SKUs) of residential wire and between 450 and 500 SKUs of
commercial wire. The principal bases for differentiation among SKUs are product
diameter, insulation, color and packaging.

         Residential Wire

                  NM Cable. Non-metallic sheathed cable is used primarily as
                  interior wiring in homes, apartments and manufactured housing.
                  NM cable is composed of either two or three insulated copper
                  wire conductors, with or without an uninsulated ground wire,
                  all sheathed in a polyvinyl chloride ("PVC") jacket.

                  UF Cable. Underground feeder cable is used to conduct power
                  underground to outside lighting and other applications remote
                  from residential buildings. UF cable is composed of two or
                  three PVC insulated copper wire conductors, with or without an
                  uninsulated ground wire, all jacketed in PVC.

         Commercial Wire

                  THHN Cable. THHN cable is used primarily as feeder, circuit
                  and branch wiring in commercial and industrial buildings. It
                  is composed of a single conductor, either stranded or solid,
                  and insulated with PVC, which is further coated with nylon.
                  Users typically enclose THHN cable in protective pipe or
                  conduit.






                                       2
<PAGE>   5

MANUFACTURING

         The efficiency of Encore's highly automated manufacturing facility is a
key element of its low-cost production capability. Encore's residential wire
manufacturing lines have been integrated so that handling of product is
substantially reduced. At the few points remaining where handling between
manufacturing steps is necessary, reels for the most part have been replaced
with large baskets, each capable of handling approximately four times the
capacity of a reel. Encore's commercial wire plant is designed to reduce product
handling by integrating steps within production stages and, again, by using
baskets instead of reels where feasible.

     The manufacturing process for the Company's products involves up to four
steps: drawing, stranding, insulating and jacketing.

          Drawing. Drawing is the process of reducing 5/16 inch copper rod
          through converging dies until the specified wire diameter is attained.
          The wire is then heated with electrical current to soften or "anneal"
          the wire to make it easier to handle.

          Stranding. Stranding is the process of twisting together from seven to
          61 individual wire strands to form a single cable. The purpose of
          stranding is to improve the flexibility of wire while maintaining its
          electrical current carrying capacity.

          Insulating. Insulating is the process of extruding first PVC and then
          nylon over the solid or stranded wire.

          Jacketing. Jacketing is the process of extruding PVC over two or more
          insulated conductor wires, with or without an uninsulated ground wire,
          to form a finished product. The Company's jacketing lines are
          integrated with packaging lines that cut the wire and coil it onto
          reels or package it in boxes or shrink wrap.

         Encore manufactures and tests all of its products in accordance with
the standards of Underwriters Laboratories, Inc. ("U/L"), a nationally
recognized testing and standards agency. Encore's machine operators and quality
control inspectors conduct frequent product tests. At three separate
manufacturing stages, the Company spark tests insulated wire for defects. The
Company tests finished products for electrical continuity to insure compliance
with its own quality standards and those of U/L. Encore's manufacturing lines
are equipped with laser micrometers to measure wire diameter and insulation
thickness while the lines are in operation. During each shift, operators take
physical measurements of products, which Company inspectors randomly verify on a
daily basis. Although suppliers pretest PVC and nylon compounds, the Company
tests products for aging and for cracking and brittleness of insulation and
jacketing. Encore sells all of its products with a one-year replacement
warranty.

CUSTOMERS

         Encore sells its wire principally to wholesale electrical distributors
throughout the United States and, to a lesser extent, to retail home improvement
centers. Most distributors supply products to electrical contractors. The
Company now sells its products to more than 50% of the top 250 wholesale
electrical distributors (by volume) in the United States according to
information reported in the June 1997 issue of Electrical Wholesaling magazine.
No customer accounted for more than eight percent of net sales in 1997.

         Encore believes that the speed and completeness with which it fills
customers' orders are crucial to its ability to expand the market share for its
products. The Company also believes that in order to reduce costs, many
customers no longer maintain their own substantial warehouse inventories.
Because of this trend, the Company seeks to maintain sufficient inventories to
satisfy customers' prompt delivery requirements.

MARKETING AND DISTRIBUTION

         Encore markets its products throughout the United States primarily
through manufacturers' representatives and, to a lesser extent, through its own
direct marketing efforts.

         Encore maintains most of its product inventory at its plant in
McKinney, Texas. At December 31, 1997, it held approximately 82% of its finished
goods inventory at that location. In order to provide flexibility in handling



                                       3
<PAGE>   6

customer requests for immediate delivery of the Company's products, additional
product inventories are maintained at the warehouses owned and operated by
independent manufacturers' representatives located throughout the United States.
At December 31, 1997, additional product inventories are maintained at the
warehouses of independent manufacturers' representatives located in Chattanooga,
Tennessee; Detroit, Michigan; Edison, New Jersey; Louisville, Kentucky;
Norcross, Georgia; Orlando, Florida; Pittsburgh, Pennsylvania; Salt Lake City,
Utah; and San Francisco, California. Some of these manufacturers'
representatives, as well as the Company's other manufacturers' representatives,
maintain offices without warehouses in numerous locations throughout the United
States.

         Finished goods are typically delivered to warehouses and customers by
trucks operated by common carriers, including a related third party. See "Item
13. Certain Relationships and Related Party Transactions." The decision
regarding the carrier to be used is based primarily on cost and availability.

         The Company invoices its customers directly for products purchased and,
if an order has been obtained through a manufacturer's representative, pays the
representative a commission based on pre-established rates. The Company
determines customers' credit limits. The Company's bad debt experience was .05%,
 .09% and .09% of net sales in 1997, 1996 and 1995, respectively. The
manufacturers' representatives have no discretion to increase customers' credit
limits or to determine prices charged for the Company's products, and all sales
are subject to approval by the Company.

EMPLOYEES

         Encore believes that its hourly employees are highly motivated and that
their motivation contributes significantly to the plant's operating efficiency.
The Company attributes the motivation of these employees largely to the fact
that a significant portion of their compensation can be incentive pay tied to
productivity and quality standards. The Company believes that its incentive
program focuses the employees on maintaining product quality.

         Encore emphasizes safety to its manufacturing employees through its
safety program. On a weekly basis, each team of employees meets to review safety
standards and, on a monthly basis, a group of participants from each team
discusses safety issues and inspects each area of the plant for compliance. In
addition, the Company awards incentive bonuses to employees who achieve certain
safety goals. The Company's safety program is an integral part of its general
attention to cost control.

         As of December 31, 1997, Encore had 381 employees, of whom 330 were
paid hourly wages and were primarily engaged in the operation and maintenance of
the Company's manufacturing and warehouse facility. The remainder of the
Company's employees were executive, supervisory, administrative, sales and
clerical personnel. The Company considers its relations with its employees to be
good. The Company has no collective bargaining agreements with any of its
employees.

RAW MATERIALS

         The principal raw materials used by Encore in manufacturing its
products are copper rod, PVC thermoplastic compounds, paper and nylon, all of
which are readily available from a number of suppliers. The Company purchases
copper rod from three major producers at prices determined each month primarily
based on the average daily closing prices for copper for that month, plus a
negotiated premium.

COMPETITION

         The electrical wire and cable industry is highly competitive. The
Company competes with several manufacturers of wire and cable products, which
have substantially greater resources than the Company and offer more complete
lines of electrical wire and cable products. The Company's competitors include
Southwire Corporation, Essex International Inc. and General Cable Corporation.
These competitors are also vertically integrated insofar as they possess rod
fabrication facilities and plastic compounding operations.

         The principal elements of competition in the electrical wire and cable
industry are, in the opinion of the Company, pricing, order fill rate and, in
some instances, breadth of product line. The Company believes that it is
competitive with respect to all these factors.



                                       4
<PAGE>   7

         Competition in the electrical wire and cable industry, although
intense, has been primarily from U.S. manufacturers. The Company has encountered
no significant foreign competition in the production of residential or
commercial wire. The Company believes this is because direct labor costs
generally account for a relatively small percentage of the cost of goods sold
for these products.

PATENT MATTERS

         Encore neither has nor is seeking any patents, believing instead that
the success of its manufacturing operations is dependent on its marketing
abilities, technical competence and customer service.

ITEM 2.  PROPERTIES

         Encore maintains its corporate office and manufacturing plant in
McKinney, Texas, approximately 35 miles north of Dallas. The Company's
facilities are located on a combined site of approximately fifty acres and
consist of buildings containing approximately 745,000 square feet of floor space
(including the Company's copper rod fabrication facility currently being
completed), of which approximately 24,000 square feet are used for office space
and 721,000 square feet are used for manufacturing and warehouse operations. The
plant and equipment are owned by the Company and are not mortgaged to secure any
of the Company's existing indebtedness. Encore believes that its plant and
equipment are suited to its present needs, comply with applicable federal, state
and local laws and regulations and are properly maintained and adequately
insured.

ITEM 3.  LEGAL PROCEEDINGS

         There are no material legal proceedings pending or threatened to which
the Company is a party or of which any of the Company's property is subject.

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

         Not applicable.




                                       5
<PAGE>   8

EXECUTIVE OFFICERS OF THE COMPANY

         Information regarding Encore's executive officers including their
respective ages at March 19, 1998 is set forth below.
<TABLE>
<CAPTION>

Name                           Age        Position with Company
----                           ---        --------------------- 
<S>                            <C>        <C>
Vincent A. Rego                74         Chairman of the Board of Directors,
                                           President, Chief Executive Officer
Donald M. Spurgin              60         Vice Chairman of the Board of
                                           Directors
Daniel L. Jones                34         Executive Vice President, Chief
                                           Operating Officer, Member of
                                           the Board of Directors
David K. Smith                 38         Vice President-- Operations

Scott D. Weaver                39         Vice President-- Finance, Treasurer
                                           and Secretary
Shirley A. Wright              56         Vice President-- Credit and
                                           Assistant Secretary
</TABLE>

         Mr. Rego has been Chairman of the Board of Directors of Encore since
1989. In October 1997, Mr. Rego was named President and Chief Executive Officer.
From 1978 until 1988, Mr. Rego served as President, Chief Executive Officer and
Chairman of the Board of Directors of Capital Wire and Cable Corporation
("Capital Wire"), which was purchased by General Cable Corporation in 1988.
Prior thereto, Mr. Rego was associated with predecessors of Capital Wire in
various executive capacities.

         Mr. Spurgin was President, Chief Executive Officer and a director of
Encore from 1989 until October 1996, and was Secretary of the Company from 1989
until 1992. In October 1996, Mr. Spurgin, for health reasons, resigned as
President and Chief Executive Officers of the Company and was named Vice
Chairman of the Board of Directors. From 1979 to 1988, Mr. Spurgin was Executive
Vice President, Chief Operating Officer and a director of Capital Wire. Prior
thereto, Mr. Spurgin was associated with predecessors of Capital Wire in various
executive capacities.

         Mr. Jones was Vice President -- Sales and Marketing of Encore from 1992
to May 1997. In May 1997, Mr. Jones was named Executive Vice President of the
Company and in October 1997, he was named Chief Operating Officer. He also
serves as a member of the Board of Directors. From 1985 to 1988, Mr. Jones
attended college while working on a part time basis for Capital Wire. From 1988
until joining the Company in 1989, Lone Star Transportation Inc., a freight
brokerage firm, employed him as a sales representative. Mr. Jones is the
son-in-law of Mr. Spurgin.

         Mr. Smith has been Vice President -- Operations of Encore since 1992.
From 1984 until joining the Company in 1990, Mr. Smith was employed by General
Cable Corporation.

         Mr. Weaver has been Vice President -- Finance, Treasurer and Secretary
of Encore since 1993. From 1990 until joining the Company in 1993, Mr. Weaver
was employed by the Federal Depository Insurance Corporation and was responsible
for the financial oversight of assisted acquisitions of certain failed savings
and loan institutions. From 1984 until 1989, Mr. Weaver was Vice President --
Finance of 2M Companies, a Dallas area investment company. From 1980 until 1984,
Mr. Weaver was with the public accounting firm of Ernst & Whinney (now known as
Ernst & Young LLP).

         Ms. Wright has been employed by Encore since its inception and has been
its Vice President -- Credit and Assistant Secretary since 1992. From 1970 until
1989, Ms. Wright was employed in various capacities by Capital Wire, most
recently as Vice President -- Credit/Administration.



                                       6
<PAGE>   9

         All executive officers are elected annually by the Board of Directors
to serve until the next annual meeting of the Board and until their respective
successors are chosen and qualified.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock is quoted in the NASDAQ Stock Market's
National Market under the symbol "WIRE." Public trading of the Common Stock
commenced on July 16, 1992, the date of the Company's initial public offering.
Prior to that date, there was no public market for the Common Stock.

         The following table sets forth the high and low closing sales prices
per share for the Common Stock as reported in the NASDAQ Stock Market's National
Market for the periods indicated. The reported prices have been adjusted to
reflect a 3-for-2 split of the Common Stock effective August 19, 1997.

<TABLE>
<CAPTION>
                                                                                     HIGH       LOW
                                                                                     ----       ---
<S>                                                                                 <C>       <C>
1997

  First Quarter .....................................................               15 7/8     11 3/8
  Second Quarter.....................................................               20 5/8     12 1/8
  Third Quarter......................................................               35         19 5/8
  Fourth Quarter.....................................................               38 1/2     22 1/2


1996

  First Quarter......................................................               7          5  7/8
  Second Quarter.....................................................               7  3/8     6
  Third Quarter......................................................               10         6  1/2
  Fourth Quarter.....................................................               12 3/4     9  1/8

</TABLE>


         On March 10, 1998, the last reported sale price of the Common Stock was
$29 1/8 per share. As of March 10, 1998, there were 162 record holders of the
Common Stock. The Company estimates that there were approximately 1500
beneficial holders of the Common Stock.

         The Company has never paid cash dividends. Management intends to retain
any future earnings for the operation and expansion of the Company's business
and does not anticipate paying any cash dividends in the foreseeable future. The
Company's present credit arrangements restrict the Company's ability to pay cash
dividends. See Note 4 of Notes to Consolidated Financial Statements.





                                       7
<PAGE>   10

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>


                                                                        YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------------------------
                                                          1997        1996        1995        1994        1993
                                                       ----------  ----------  ----------  ----------  -----------
                                                           (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
<S>                                                    <C>         <C>         <C>         <C>         <C>       
  Net sales.......................................     $  254,640  $  179,132  $  151,308  $  122,698  $   73,954
  Cost of goods sold..............................        201,323     153,448     140,323     102,220      62,913
                                                       ----------  ----------  ----------  ----------  ----------
    Gross profit..................................         53,317      25,684      10,985      20,478      11,041
  Selling, general and administrative
    expenses......................................         16,236      12,413      10,255       9,089       6,632
                                                       ----------  ----------  ----------  ----------  ----------
  Operating income................................         37,081      13,271         730      11,389       4,409
  Other income (expense):
    Interest and other income.....................            142          92         108          55          20
    Interest expense..............................         (1,367)     (1,722)     (1,724)       (598)       (123)
                                                       ----------  ----------  ----------  ----------  ----------
  Income (loss) before income taxes...............         35,856      11,641        (886)     10,846       4,306
  Income tax (benefit) expense....................         14,163       4,482        (341)      4,176       1,659
                                                       ----------  ----------  ----------  ----------  ----------
  Net income (loss)...............................     $   21,693  $    7,159  $     (545)  $   6,670  $    2,647
                                                       ==========  ==========  ==========  ==========  ==========
  Net income (loss) per common and common
    equivalent share..............................     $     1.97  $     1.00  $    (0.08)  $    0.98  $     0.45
                                                       ==========  ==========  ==========  ==========  ==========
  Weighted average common and common
    equivalent shares - diluted...................         10,988      10,578      10,600      10,251       8,841

</TABLE>

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                       -----------------------------------------------------------
                                                          1997        1996        1995        1994        1993
                                                       ----------  ----------  ----------  ----------  -----------
                                                                             (IN THOUSANDS)
BALANCE SHEET DATA:
<S>                                                    <C>         <C>         <C>         <C>         <C>       
  Working capital.................................     $   43,710  $   39,137  $   35,560  $   32,159  $    9,809
  Total assets....................................        128,755      91,068      84,655      75,094      43,331
  Long-term debt, net of
    current portion...............................         22,200      18,500      23,000      16,900      10,847
  Stockholders' equity............................         70,010      46,899      40,377      41,562      20,149

</TABLE>






                                       8
<PAGE>   11

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

     Price competition for electrical wire and cable is intense, and the Company
sells its products in accordance with prevailing market prices. Copper rod, a
commodity product, is the principal raw material used by the Company in
manufacturing its products. Copper accounted for approximately 73.8%, 77.4%,
76.8%, 67.9%, and 70.0% of the Company's cost of goods sold during fiscal 1997,
1996, 1995, 1994 and 1993, respectively. The price of copper fluctuates,
depending on general economic conditions and in relation to supply and demand
and other factors, and has caused monthly variations in the cost of copper
purchased by the Company. The Company cannot predict copper prices in the future
or the effect of fluctuations in the cost of copper on the Company's future
operating results.

RESULTS OF OPERATIONS

     The following table presents certain items of income and expense as a
percentage of net sales for the periods indicated.
<TABLE>
<CAPTION>

                                                      YEAR ENDED DECEMBER 31,
                                                   ----------------------------
                                                   1997        1996        1995
                                                   ----        ----        ----
<S>                                                <C>         <C>         <C>   
Net sales                                          100.0%      100.0%      100.0%
Cost of goods sold:
    Copper....................................      58.4        66.3        71.3
    Other raw materials.......................      12.3        13.6        12.8
    Depreciation..............................
    Labor and overhead........................
    LIFO adjustment...........................      (1.1)       (3.3)        0.7
    Lower of cost or market adjustment........       0.5         0.0        (0.0)
                                                   -----       -----       -----
                                                    79.1        85.7        92.8
                                                   -----       -----       -----
Gross profit..................................      20.9        14.3         7.2
Selling, general and administrative expenses..       6.3         6.9         6.8
                                                   -----       -----       -----
Operating income..............................      14.6         7.4         0.4
Interest expense, net.........................       6.4         0.9         1.0
                                                   -----       -----       -----
Income (loss) before income taxes                   14.1         6.5        (0.6)
Income tax (benefit) expense                         5.6         2.5        (0.2)
                                                   -----       -----       -----

Net income (loss)                                    8.5%        4.0%       (0.4)%
                                                   =====       =====       =====  
</TABLE>

         The following discussion and analysis relates to factors that have
affected the operating results of the Company for the years ended December 31,
1997, 1996 and 1995. Reference should also be made to the consolidated financial
statements and the related notes included elsewhere in this Annual Report.

         Net sales were $254.6 million in 1997, compared to $179.1 million in
1996 and $151.3 million in 1995. The increase from 1996 to 1997 was due
primarily to a 31% increase in sales volume combined with an increase in the
average cost of copper, which resulted in an increase in the average sales price
per copper pound of the Company's products. The increase from 1995 to 1996 was
due to a 33% increase in sales volume offset by a lower average cost of copper,
which resulted in a decrease in the average sales price per copper pound of the
Company's products. Sales volume increased due to several factors, including
increases in customer acceptance and product availability. In 1997, the Company
continued to expand sales to some existing customers and increased the number of
customers to which it sold its products. The Company currently sells its
products to more than 50% of the top 250 wholesale electrical distributors (by
volume) in the United States, as reported in the June 1997 issue of Electrical
Wholesaling magazine. The average sales price per copper pound of product sold
was $1.93 in 1997, compared to $1.79 in 1996 and $2.01 in 1995. The changes each
year are primarily a result of changing price competition and changing copper
raw material 




                                       9
<PAGE>   12

prices. The average price per copper pound the Company paid in 1997, 1996 and
1995 was $1.09, $1.12 and $1.42, respectively.

         Cost of goods sold was $201.3 million in 1997, compared to $153.4
million in 1996 and $140.3 million in 1995. Copper costs increased to $148.6
million in 1997 from $118.7 million in 1996 and $107.8 million in 1995. The
average cost per copper pound purchased was $1.09 in 1997, $1.12 in 1996 and
$1.42 in 1995. Copper costs as a percentage of net sales decreased to 58.4% in
1997 from 66.3% in 1996 and 71.3% in 1995. The decrease as a percentage of net
sales was due primarily to an increasing differential between what the Company
pays per pound of copper purchased and the Company's net sales price per copper
pound sold. This differential increased during 1997 and 1996 primarily because
of improved pricing for the Company's products. Other raw material costs as a
percentage of net sales were 12.3%, 13.6% and 12.8% in 1997, 1996 and 1995,
respectively. The decrease from 1996 to 1997 was due primarily to the Company's
sales price per copper pound sold increasing (as discussed above) while the cost
of other raw materials per pound of copper sold decreased slightly. This
decrease was primarily caused by increased sales of the Company's commercial
wire product line in 1997 as a percentage of total sales compared to 1996, which
product line, as compared to residential wire, requires fewer raw materials
(other than copper). The increase from 1995 to 1996 was due primarily to the
Company's sales price per copper pound sold decreasing (as discussed above)
while the cost of other raw materials per pound of copper sold remained
relatively constant. Depreciation labor and overhead costs as a percentage of
net sales were 9.0% in 1997 compared to 9.1% in 1996 and 8.0% in 1995. This
increase in 1996 and 1997 was due primarily to expenses relating to increasing
the Company's production capacity.

         Inventories are stated at the lower of cost, using the last in, first
out (LIFO) method, or market. The Company changed its method of accounting for
inventories to the LIFO method on January 1, 1992. The Company believes that the
LIFO method more fairly presents its results of operations by matching current
costs with current revenues. As permitted by generally accepted accounting
principles, the Company maintains its inventory costs and cost of goods sold on
a first in, first out (FIFO) basis and makes a quarterly LIFO adjustment to
adjust total inventory and cost of goods sold to LIFO. As a result of increases
in the cost of copper during 1995, the value of all inventory at December 31,
1995 using the LIFO method was less than its FIFO value by approximately
$6,147,000, resulting in a corresponding increase in the cost of goods sold of
$1,050,000, which is net of a $5,097,000 difference at December 31, 1994. At
December 31, 1995, LIFO value did not exceed the market value of the inventory,
therefore, no lower of cost or market adjustment was necessary. As a result of
decreases in the cost of copper during 1996, the value of all inventory at
December 31, 1996 using the LIFO method was less than its FIFO value by
approximately $122,000, resulting in a corresponding decrease in the cost of
goods sold of $6,025,000, including the partial reversal of the $6,147,000
difference at December 31, 1995. At December 31, 1996, LIFO value did not exceed
the market value of the inventory, therefore, no lower of cost or market
adjustment was necessary. As a result of further decreases in the cost of copper
during 1997 (specifically at the end of 1997), the value of all inventory at
December 31, 1997 using the LIFO method was greater than its FIFO value by
approximately $2,629,000, resulting in a corresponding decrease in the cost of
goods sold of $2,751,000, including the reversal of the $122,000 difference at
December 31, 1996. At December 31, 1997, LIFO value exceeded the market value of
the inventory by $1,278,000, thereby necessitating a $1,278,000 lower of cost or
market decrease in the value of inventory and a corresponding increase in the
cost of goods sold. The net of these two adjustments decreased cost of goods
sold by $1,473,000. Future reductions in the price of copper could require the
Company to record additional lower of cost or market adjustments against the
related inventory balance. Additionally, a reduction in the quantity of
inventory could cause copper that is carried in inventory at costs different
from the cost of copper in the period in which the reduction occurs to be
included in cost of goods sold for that period at the different price.

         Gross profit increased to $53.3 million, or 20.9% of net sales, in 1997
from $25.7 million, or 14.3% of net sales, in 1996 and $11.0 million, or 7.2% of
net sales, in 1995. The changes in gross profit were due to the factors
discussed above.

         General and administrative expenses were $3.8 million in 1997, $2.9
million in 1996 and $2.7 million in 1995. As a percentage of net sales, general
and administrative expenses were 1.5% in 1997, 1.6% in 1996 and 1.8% in 1995.
Selling expenses, which include freight and sales commissions, were $12.4
million in 1997, $9.5 million in 1996 and $7.6 million in 1995. As a percentage
of net sales, selling expenses were 4.9% in 1997, 5.3% in 1996 and 5.0% in 1995.
The changes in these items, as a percentage of sales, is due primarily to
freight charges remaining relatively constant per copper pound of product
shipped while the sales price per copper pound sold decreased from 1995 to 1996
and increased from 1996 to 1997.



                                       10
<PAGE>   13

         Interest expense decreased to $1,367,000 in 1997 from $1,722,000 in
1996, which was relatively constant from $1,724,000 in 1995. Interest remained
relatively constant from 1995 to 1996 due to the average balance of the
Company's debt remaining relatively constant. The balance of the Company's debt
at the end of 1996 decreased from the balance at the end of 1995 due to the
Company's cash flow (see discussion in Liquidity and Capital Resources section
below). The decrease in 1997 was due primarily to the capitalization of $374,000
of interest expense relating to the construction of the Company's copper rod
fabrication facility and distribution center. Without this capitalization of
interest, the interest expense incurred by the Company in 1997 would have been
relatively constant with the interest expense incurred in 1996.

         The Company's effective tax rate increased in 1997 to 39.5% due to the
Company's increased net income causing it to be placed in a higher statutory tax
bracket. It remained constant in 1996 and 1995 at 38.5%.

     As a result of the foregoing factors, the Company had net income of $21.7
million in 1997 compared to $7.1 million in 1996 and a loss of $545,000 in 1995.

LIQUIDITY AND CAPITAL RESOURCES

         The following table summarizes the Company's cash flow activities.

<TABLE>
<CAPTION>

                                                              YEAR ENDED DECEMBER 31,
                                                        ----------------------------------
                                                        1997           1996           1995
                                                        ----           ----           ----
                                                                  (In thousands)

<S>                                                   <C>           <C>           <C>      
Net income (loss)..................................   $ 21,693      $  7,159      $   (545)

Adjustments to reconcile net income (loss) to net
 Cash provided by (used in) operating 
 Activities:
    Depreciation and amortization..................      4,060         3,396         3,054
    Other non-cash items...........................        469         1,192           451
    Increase in accounts receivable,
     Inventory and other assets....................    (14,709)       (6,928)       (7,495)
    Increase in trade accounts payable,
     accrued liabilities and other liabilities.....     10,225         3,428         4,213
                                                      --------      --------      --------
Net cash provided by (used in) operating
 activities........................................     21,738         8,247          (322)

Investing activities:
    Purchases of property, plant and
    equipment (net)................................    (26,952)       (2,840)       (5,297)

Financing activities:
    Increase (decrease) in indebtedness, net.......      3,700        (4,500)        6,100
    Issuances of common stock......................      1,517            34            85
    Purchase of treasury stock.....................        (99)         (671)         (838)
                                                      --------      --------      --------
Net cash (used in) provided by financing
 activities........................................      5,118        (5,137)        5,347
                                                      --------      --------      --------
Net increase (decrease) in cash....................   $     96      $    270      $   (272)
                                                      --------      --------      --------
</TABLE>


         The Company maintains a substantial inventory of finished products to
satisfy customers' prompt delivery requirements. As is customary in the
industry, the Company provides to most of its customers 60-day payment terms,
although the Company's suppliers typically require more immediate payment,
generally within 30 days. Therefore, 


                                       11
<PAGE>   14

the Company's liquidity needs have generally consisted of operating capital
necessary to finance these receivables and inventory. Capital expenditures have
historically been necessary to expand the production capacity of the Company's
manufacturing operations. The Company has satisfied its liquidity and capital
expenditure needs with cash generated from operations, borrowings under its
revolving credit facilities and sales of its Common Stock.

         Effective June 9, 1997, the Company completed an unsecured loan
facility with a group of banks (the "Financing Agreement"). The Financing
Agreement provides for maximum borrowings of the lesser of $55.0 million (the
Company has notified the banks of its intention to decrease this maximum
borrowing to $40.0 million) or the amount of eligible accounts receivable plus
the amount of eligible finished goods and raw materials, less any available
reserves established by the bank. The calculated maximum borrowing amount
available at December 31, 1997, as computed in the Financing Agreement, was
$46.0 million. The Financing Agreement is unsecured and contains customary
covenants and events of default. The Company was in compliance with these
covenants as of December 31, 1997. Pursuant to the Financing Agreement, the
Company is prohibited from declaring, paying, or issuing cash dividends. At
December 31, 1997, the balance outstanding under the Financing Agreement was
$22.2 million. Amounts outstanding under the Financing Agreement are payable on
June 9, 2000 with interest due quarterly based on the lead bank's prime rate or
LIBOR Rate option, at the Company's election.

         In 1995, the Board of Directors authorized the Company to purchase up
to 600,000 shares, or approximately 5.6%, of its outstanding Common Stock from
time to time dependent upon market conditions. Purchases made pursuant to the
repurchase program are made from time to time on the open market or through
privately negotiated transactions at prices determined by the Chairman of the
Board or the President of the Company. The Company uses cash provided by
operations and borrowings under the Financing Agreement to fund any repurchase
of shares. The repurchase program permits the Company to purchase shares of its
Common Stock whenever management believes that the stock price is undervalued
relative to the performance and future prospects of the Company. As of December
31, 1997, the Financing Agreement discussed above allows the Company to purchase
up to 407,250 shares with the aggregate price of these shares not to exceed
$3,991,410. In 1997, the Company repurchased 5,000 shares. As of December 31,
1997, the Company had repurchased 200,250 shares of its Common Stock in the open
market at an $8.03 per share weighted average price.

         Cash provided by operations increased to $21.7 million 1997 from $8.2
million in 1996, compared to cash used by operations of $322,000 in 1995. This
increase in cash provided by operations from 1995 to 1997 was due primarily to
the Company's increased net income in 1997 and 1996 compared to a loss in 1995.
Cash used in investing activities increased to $26.9 million in 1997 from $2.8
million in 1996 and $5.3 million in 1995. These funds were used primarily to
increase the Company's production capacity, including the construction of the
Company's new copper rod fabrication facility and distribution center in 1997.
The cash used in/provided by financing activities was primarily due to an
increases and decreases in the amount of indebtedness provided by additional
borrowings and repayments on the Company's loan facility. Cash used in/provided
by financing activities was reduced by $99,000 in 1997, $671,000 in 1996 and
$838,000 in 1995, as a result of the purchase of treasury stock. Cash used
in/provided by financing activities was increased by $1.5 million in 1997,
$33,000 in 1996 and $85,000 in 1995, as the result of the issuance of common
stock.

         During 1998, the Company expects its capital expenditures will consist
of additional manufacturing equipment for its residential and commercial wire
operations. In addition, the Company plans to complete its copper rod
fabrication facility. See "Item 1. Business." The total capital expenditures
associated with the fabrication facility completion and the additional
manufacturing equipment are estimated to be approximately $21.0 million. The
Company also expects its working capital requirements to increase during 1998 as
a result of continued increases in sales. Moreover, the Company expects that the
inventory levels necessary to support sales of commercial wire will continue to
be greater than the levels necessary to support comparable sales of residential
wire. The Company believes that the cash flow from operations and the financing
that it expects to receive from its bank will satisfy working capital and
capital expenditure requirements for the next twelve months.

IMPACT OF YEAR 2000

         The Company is currently working to determine the impact of the year
2000 issue on the processing of date sensitive information by the Company's
computerized information systems. The year 2000 problem is the result of
computer programs being written using two digits (rather than four) to define
the applicable year. Any of the 


                                       12
<PAGE>   15

Company's programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000, which could result in
miscalculations or system failures. Based on information available at this time,
costs of addressing potential problems are not currently expected to have a
material adverse impact on the Company's financial position, results of
operations or cash flows in future periods. The Company is currently engaged in
identifying and resolving all significant year 2000 issues in a timely manner.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

         This report contains various forward-looking statements and information
that are based on management's belief as well as assumptions made by and
information currently available to management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy and
in the level of activity in the building and construction industry, demand for
the Company's products, the impact of price competition and fluctuations in the
price of copper.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.




                                       13
<PAGE>   16

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Report of Independent Auditors, and the consolidated financial
statements of the Company and the notes thereto appear on the following pages.




                                       14
<PAGE>   17

                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
Encore Wire Corporation

We have audited the accompanying consolidated balance sheets of Encore Wire
Corporation (the Company) as of December 31, 1997 and 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Encore Wire
Corporation at December 31, 1997 and 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.





January 23, 1998
Dallas, Texas





                                       15
<PAGE>   18

                             Encore Wire Corporation

                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                            DECEMBER 31
                                                                                      1997               1996
                                                                                --------------------------------
<S>                                                                             <C>                <C>          
ASSETS
Current assets:
   Cash                                                                         $   1,164,676      $   1,261,103
   Accounts receivable, net of allowance for losses of $675,000 and
     $473,000 in 1997 and 1996, respectively                                       44,302,107         33,231,871
   Inventories (Note 2)                                                            30,596,731         27,247,929
   Prepaid expenses and other assets                                                  158,903            209,724
   Deferred income taxes (Note 5)                                                     793,000            268,000
                                                                                -------------      -------------
Total current assets                                                               77,015,417         62,218,627

Property, plant, and equipment - on the basis of cost:
   Land                                                                             1,747,308            286,654
   Construction In Progress                                                        19,257,517                 --
   Buildings and improvements                                                       8,793,423          8,749,460
   Machinery and equipment                                                         35,497,584         29,962,109
   Furniture and fixtures                                                             829,340            675,918
                                                                                -------------      -------------
                                                                                   66,125,172         39,674,141

   Accumulated depreciation and amortization                                      (14,796,683)       (10,888,424)
                                                                                -------------      -------------
                                                                                   51,328,489         28,785,717

Other assets                                                                          411,095             63,500
                                                                                -------------      -------------
Total assets                                                                    $ 128,755,001      $  91,067,844
                                                                                =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
   Trade accounts payable                                                       $  23,379,671      $  15,473,269
   Accrued liabilities (Note 3)                                                     8,248,016          6,249,699
   Current income taxes payable                                                     1,677,402          1,358,863
                                                                                -------------      -------------
Total current liabilities                                                          33,305,089         23,081,831

Noncurrent deferred income taxes (Note 5)                                           3,239,844          2,587,000
Long-term note payable (Note 4)                                                    22,200,000         18,500,000

Stockholders' equity (Note 6): 
   Convertible preferred stock, $.01 par value:
     Authorized shares - 2,000,000
     Issued and outstanding shares - none
   Common stock, $.01 par value:
     Authorized shares - 20,000,000
     Issued and outstanding shares - 10,798,385 in 1997 and
       7,112,917 in 1996                                                              107,983             71,129
   Additional paid-in capital                                                      30,010,051         28,528,910
   Treasury Stock - 200,250 in 1997 and 192,750 in 1996                            (1,608,390)        (1,509,011)
   Retained earnings                                                               41,500,424         19,807,985
                                                                                -------------      -------------
Total stockholders' equity                                                         70,010,068         46,899,013
                                                                                -------------      -------------
Total liabilities and stockholders' equity                                      $ 128,755,001      $  91,067,844
                                                                                =============      =============
</TABLE>

See accompanying notes.




                                       16
<PAGE>   19


                             Encore Wire Corporation

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                      YEAR ENDED DECEMBER 31
                                                             1997             1996              1995
                                                      ---------------------------------------------------

<S>                                                   <C>                <C>                <C> 
Net sales                                             $ 254,639,993      $ 179,131,812      $ 151,308,363
Cost of goods sold                                      201,323,137        153,448,265        140,323,624
                                                      -------------      -------------      -------------
Gross profit                                             53,316,856         25,683,547         10,984,739

Selling, general, and administrative expenses            16,235,787         12,412,537         10,254,718
                                                      -------------      -------------      -------------
Operating income                                         37,081,069         13,271,010            730,021

Other income (expense):
   Interest and other income                                141,836             92,233            108,129
   Interest expense                                      (1,367,068)        (1,722,445)        (1,724,324)
                                                      -------------      -------------      -------------
Income (loss) before income taxes                        35,855,837         11,640,798           (886,174)
Income tax (benefit) expense (Note 5)                    14,163,062          4,481,707           (341,177)
                                                      =============      =============      =============
Net income (loss)                                     $  21,692,775      $   7,159,091      $    (544,997)
                                                      =============      =============      =============

Weighted average common shares - basic (Note 8)          10,527,904         10,515,246         10,600,422
                                                      =============      =============      =============

Basic earnings per common share                       $        2.06      $         .68      $        (.05)
                                                      =============      =============      =============

Weighted average common shares - diluted (Note 8)        10,987,950         10,578,160         10,600,422
                                                      =============      =============      =============

Diluted earnings per common share                     $        1.97      $         .68      $        (.05)
                                                      =============      =============      =============
</TABLE>



See accompanying notes.





                                       17
<PAGE>   20


                             Encore Wire Corporation

                 Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>

                                                                       ADDITIONAL
                                              COMMON STOCK              PAID-IN        TREASURY        RETAINED
                                            SHARES      AMOUNT          CAPITAL          STOCK         EARNINGS         TOTAL
                                         ----------------------------------------------------------------------------------------

<S>                                       <C>         <C>            <C>             <C>              <C>            <C> 
Balance at December 31, 1994              7,080,317   $     70,803   $ 28,297,004    $         --    $ 13,193,891    $ 41,561,698
   Proceeds from exercise of stock
     options                                 24,100            241         51,792              --              --          52,033
   Purchase of treasury stock                    --             --             --        (838,083)             --        (838,083)
   Tax benefit on exercise of                                                                                                     
     stock options                               --             --        112,972              --              --         112,972
   Other                                         --             --         33,347              --              --          33,347
   Net loss                                      --             --             --              --        (544,997)       (544,997)
                                         ----------------------------------------------------------------------------------------

Balance at December 31, 1995              7,104,417         71,044     28,495,115        (838,083)     12,648,894      40,376,970
   Proceeds from exercise of stock
     options                                  8,500             85         33,795              --              --          33,880
   Purchase of treasury stock                    --             --             --        (670,928)             --        (670,928)
   Net income                                    --             --             --              --       7,159,091       7,159,091
                                         ----------------------------------------------------------------------------------------

Balance at December 31, 1996              7,112,917         71,129     28,528,910      (1,509,011)     19,807,985      46,899,013
   Proceeds from exercise of stock
     options                                 98,520            985        810,547              --              --         811,532
   Purchase of treasury stock                    --             --             --         (99,379)             --         (99,379)
   Tax benefit on exercise of
     stock options                               --             --        706,463              --              --         706,463
   Stock split                            3,586,948         35,869        (35,869)             --            (336)           (336)
   Net income                                    --             --             --              --      21,692,775      21,692,775
                                         ----------------------------------------------------------------------------------------
Balance at December 31, 1997             10,798,385   $    107,983   $ 30,010,051    $ (1,608,390)   $ 41,500,424    $ 70,010,068
                                         ========================================================================================
</TABLE>

See accompanying notes.





                                       18
<PAGE>   21

                             Encore Wire Corporation

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                     YEAR ENDED DECEMBER 31
                                                                            1997              1996            1995
                                                                     --------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                  <C>              <C>            <C>          
Net income (loss)                                                      $ 21,692,775      $  7,159,091      $   (544,997)
Adjustments to reconcile net income (loss) to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                        4,060,125         3,396,015         3,054,319
     Provision for bad debts                                                340,869           227,000           139,218
     Deferred income taxes                                                  127,844           929,000           199,000
     Tax benefit on exercise of stock options                                    --                --           112,972
     Changes in operating assets and liabilities:
       Accounts receivable                                              (11,411,105)       (5,271,078)           (9,220)
       Inventories                                                       (3,348,802)       (2,699,142)       (6,683,537)
       Prepaid expenses                                                      50,821              (331)           33,589
       Current income taxes receivable                                           --         1,042,460        (1,042,460)
       Other assets                                                              --                --           206,028
       Trade accounts payable                                             7,906,402           (14,838)        4,349,224
       Accrued liabilities                                                1,998,317         2,083,462           503,035
       Current income taxes payable                                         318,539         1,358,863          (639,177)
     Loss on disposal of assets                                               2,154            36,110                --
                                                                       ------------      ------------      ------------
Net cash  provided (used in) by operating activities                     21,737,939         8,246,612          (322,006)

INVESTING ACTIVITIES
Purchases of property, plant, and equipment                             (26,621,051)       (2,946,177)       (5,297,591)
Increase in long term investments                                            (4,180)          (16,000)               --
Increase in deposits                                                       (343,415)               --                --
Proceeds from sale of equipment                                              16,000           122,200                --
                                                                       ------------      ------------      ------------
Net cash used in investing activities                                   (26,952,646)       (2,839,977)       (5,297,591)

FINANCING ACTIVITIES
Increase in long-term note payable                                        3,700,000                --         6,100,000
Repayment of note payable                                                        --        (4,500,000)               --
Proceeds from issuance of common stock                                    1,517,659            33,880            85,380
Purchase of treasury stock                                                  (99,379)         (670,928)         (838,083)
                                                                       ------------      ------------      ------------
Net cash provided (used in) by financing activities                       5,118,280        (5,137,048)        5,347,297
                                                                       ------------      ------------      ------------

Net increase (decrease) in cash                                             (96,427)          269,587          (272,300)
Cash at beginning of year                                                 1,261,103           991,516         1,263,816
                                                                       ------------      -------------     ------------
Cash at end of year                                                    $  1,164,676      $  1,261,103      $    991,516
                                                                       ============      ============      ============
</TABLE>


See accompanying notes.





                                       19
<PAGE>   22

1. SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Encore Wire Corporation (the Company) conducts its business in one segment - the
manufacture of copper electrical wire, principally NM cable, for use primarily
as interior wiring in homes, apartments, and manufactured housing, and THHN
cable, for use primarily as wiring in commercial and industrial buildings. The
Company sells its products primarily through approximately 30 manufacturers'
representatives located throughout the United States and, to a lesser extent,
through its own direct marketing efforts. The principal customers for the
Company's commercial and residential wire are wholesale electrical distributors.

Copper rod, a commodity product, is the principal raw material used in the
Company's manufacturing operations. Copper rod accounted for approximately
73.8%, 77.4%, and 76.8% of its cost of goods sold during 1997, 1996, and 1995,
respectively. The price of copper fluctuates, depending on general economic
conditions and in relation to supply and demand and other factors, and has
caused monthly variations in the cost of copper purchased by the Company. The
Company cannot predict copper prices in the future or the effect of fluctuations
on the cost of copper on the Company's future operating results. Future
reductions in the price of copper could require the Company to record a lower of
cost or market adjustment against the related inventory balance.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Significant intercompany accounts and transactions
have been eliminated upon consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Cash, accounts receivable, trade accounts payable, accrued liabilities, and
notes payable are stated at expected settlement amounts which approximate fair
value.

Accounts receivable represent amounts due from customers (primarily wholesale
electrical distributors, manufactured housing suppliers, and retail home
improvement centers) related to the sale of the Company's products. Such
receivables are uncollateralized and are generally due from a diverse group of
customers located throughout the United States. The Company charged off accounts
receivable of $140,022, $117,183, and $151,164 in 1997, 1996, and 1995,
respectively.

INVENTORIES

Inventories are stated at the lower of cost using the last-in, first-out (LIFO)
method or market.

PROPERTY, PLANT, AND EQUIPMENT

Depreciation of property, plant, and equipment for financial reporting is
provided on the straight-line method over the estimated useful lives of the
respective assets as follows: buildings and improvements, 15 to 30 years;
machinery and equipment, 3 to 10 years; and furniture and fixtures, 3 to 5
years.

Accelerated cost recovery methods are used for tax purposes.




                                       20


<PAGE>   23

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

EARNINGS PER SHARE

Income per common and common equivalent share is computed using the weighted
average number of shares of common stock and common stock equivalents
outstanding during each period. The dilutive effects of stock options and common
stock warrants, which are common stock equivalents, are calculated using the
treasury stock method.

Effective December 15, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share." This Statement simplifies
the standards for computing EPS by replacing the historical presentation of
primary and fully diluted EPS with a presentation of basic and diluted EPS. The
Company's historical presentations of net income per common and common
equivalent share compare with the presentation of diluted earnings per share as
required by Statement No. 128.

INCOME TAXES

Income taxes are provided based on the deferred method, resulting in income tax
assets and liabilities due to temporary differences. Temporary differences are
differences between the tax bases of assets and liabilities and their reported
amounts in the financial statements that will result in taxable or deductible
amounts in future years.

2. INVENTORIES

Inventories consist of the following at December 31:
<TABLE>
<CAPTION>

                                                      1997             1996
                                                 ------------------------------
          <S>                                    <C>               <C>         
          Raw materials                          $  2,299,301      $  1,364,299
          Work-in-process                           6,127,977         4,184,517
          Finished goods                           20,818,224        21,820,867
                                                 ------------      ------------
                                                   29,245,502        27,369,683

          Adjust to LIFO cost                       2,628,860          (121,754)

          Lower of Cost or Market Adjustment       (1,277,631)               --
                                                 ------------      ------------

                                                 $ 30,596,731      $ 27,247,929
                                                 ============      ============
</TABLE>

3. ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31:
<TABLE>
<CAPTION>

                                            1997             1996
                                          -------------------------

<S>                                       <C>            <C>
Sales volume discounts payable            $6,303,949     $4,758,070
Property taxes payable                        17,000        134,087
Commissions payable                          501,385        387,629
Other accrued liabilities                  1,425,683        969,913
                                          ----------     ----------
                                          $8,248,017     $6,249,699
                                          ==========     ==========
</TABLE>





                                       21
<PAGE>   24

4. LONG-TERM NOTE PAYABLE

The Company amended its unsecured loan facility (Facility) with a group of banks
as of June 9, 1997 to provide for a maximum borrowings of the lesser of $55.0
million or the amount of eligible accounts receivable plus the amount of
eligible finished goods and raw materials as defined in the Financing Agreement
(approximately $46.0 million at December 31, 1997). The Facility is unsecured
and contains customary covenants and conditions providing for events of default.

The Company is prohibited from declaring, paying, or issuing dividends in excess
of an amount greater than 50% of the Company's net income for the preceding
year. At December 31, 1997, the balance outstanding under the revolving credit
facility was $22.2 million. Amounts outstanding under the facility are payable
on June 9, 2000, with interest due quarterly based on the lead bank's prime rate
or LIBOR Rate option, at the Company's election (average interest rate at
December 31, 1997 was 6.81%). Each of the interest rate options includes a
premium dependent upon the Company's financial performance.

The Company paid interest totaling $1,761,660, $1,730,525, and $1,688,266 in
1997, 1996, and 1995, respectively. The Company capitalized $373,823 of interest
in 1997 relating to the construction of the distribution center.

5. INCOME TAXES

The provisions for income tax (benefit) expense are summarized as follows:
<TABLE>
<CAPTION>

                           1997             1996            1995
                        --------------------------------------------
<S>                     <C>             <C>              <C>       
         Current:
            Federal     $12,108,230     $ 3,252,757      $  (540,177)
            State         1,926,988         404,950               --
         Deferred           127,844         824,000          199,000
                        --------------------------------------------
                        $14,163,062     $ 4,481,707      $  (341,177)
                        ============================================ 

</TABLE>

The differences between the provision for income taxes and income taxes computed
using the federal income tax rate are as follows:
<TABLE>
<CAPTION>

                                  1997            1996           1995
                              --------------------------------------------
<S>                           <C>             <C>              <C>       
Amount computed using the
   statutory rate             $12,617,543     $ 3,957,871      $  (301,299)
State income taxes              1,497,702         459,950          (55,000)
Other items                        47,817          63,886           15,122
                              --------------------------------------------
                              $14,163,062     $ 4,481,707      $  (341,177)
                              ============================================
</TABLE>




                                       22
<PAGE>   25

5. INCOME TAXES (CONTINUED)

The tax effect of each type of temporary difference and carryforward giving rise
to the deferred tax asset and liability at December 31, 1997 and 1996, is as
follows:
<TABLE>
<CAPTION>

                                                    DEFERRED TAX ASSET (LIABILITY)
                                                1997                              1996
                                    --------------------------------------------------------------
                                        CURRENT       NONCURRENT         CURRENT       NONCURRENT
                                    --------------------------------------------------------------

<S>                                 <C>              <C>              <C>              <C>         
Depreciation and amortization       $        --      $(3,239,844)     $        --      $(2,587,000)
Inventory                               125,000               --          (26,000)              --
Allowance for doubtful accounts         260,000               --          161,000               --
Accrued expenses                        200,000               --               --               --
Uniform capitalization rules            219,000               --          112,000               --
Other                                   (11,000)              --           21,000               --
                                    --------------------------------------------------------------
                                    $   793,000      $(3,239,844)     $   268,000      $(2,587,000)
                                    ============================================================== 

</TABLE>

The Company made income tax payments of $13,010,000 in 1997, $1,151,000 in 1996,
and $1,028,000 in 1995.

6. STOCK OPTIONS

The Company has a stock option plan for employees that provides for the granting
of stock options and authorizes the issuance of common stock upon the exercise
of such options for up to 1,161,000 shares of common stock. The stock options
vest over five years and expire ten years from grant date. The following
summarizes activity in the stock option plan for the years ended December 31,
1997, 1996, and 1995:
<TABLE>
<CAPTION>

                                                         SHARES UNDER      PRICE PER         AGGREGATE 
                                                            OPTIONS          SHARE         OPTION PRICE
                                                     --------------------------------------------------

<S>                                                       <C>         <C>                    <C>  
Options outstanding at December 31, 1994                  672,750     $      .49-9.33        $4,400,952
   Options granted                                              -                -                    -
   Options exercised                                      (36,150)           .49-4.59           (52,033)
   Options canceled                                        (6,000)               9.33           (56,000)
                                                     --------------------------------------------------
Options outstanding at December 31, 1995                  630,600            .49-9.33         4,292,919
   Options granted                                         95,550           6.25-6.83           613,575
   Options exercised                                      (12,750)           .49-4.59           (33,880)
   Options canceled                                       (18,600)          6.25-9.33          (144,000)
                                                     --------------------------------------------------
Options outstanding at December 31, 1996                  694,800            .49-9.33         4,728,614
   Options granted                                        119,000         12.50-25.50         1,945,500
   Options exercised                                     (129,030)           .49-9.33          (811,517)
   Options canceled                                       (59,880)         4.59-12.67          (537,850)
                                                     --------------------------------------------------
Options outstanding at December 31, 1997                  624,890     $     .49-25.50        $5,324,747
                                                     ==================================================
</TABLE>




                                       23
<PAGE>   26

6. STOCK OPTIONS (CONTINUED)

At December 31, 1997, 424,350 options are currently exercisable and 624,890
common shares are reserved for future issuance.

The Company has elected to continue to follow the expense recognition criteria
in Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
Issued to Employees". Therefore, the Statement of Financial Accounting Standards
No. 123 (SFAS 123), "Accounting for Stock-Based Compensation" will have no
effect on the Company's financial statements. The pro forma disclosures mandated
by SFAS 123 are not provided as the effect of adopting the expense recognition
criteria of SFAS 123 for stock options granted subsequent to January 1, 1995
would not be material to the Company.

7. RELATED PARTY TRANSACTIONS

The Company paid a related party common carrier $1,662,397 in 1997, $1,905,188
in 1996, and $1,370,104 in 1995. The Company believes that rates charged by this
carrier compare favorably with rates charged by other carriers.

8.    EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>

                                                   1997              1996              1995
                                                 ----------------------------------------------
         <S>                                     <C>               <C>               <C>        
         Numerator:
              Net Income                         $21,692,775       $7,159,091        $ (544,997)

         Denominator:
            Denominator for basic earnings
            per share- weighted average
            shares                                10,527,904       10,515,246        10,600,422

         Effect of dilutive securities:
            Employee stock options                   460,406           62,914                --
                                                 ----------------------------------------------
         Denominator for diluted earnings
            per share -weighted average
            shares                                10,987,950       10,578,160        10,600,422
                                                 ==============================================

</TABLE>





                                       24
<PAGE>   27

9. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of the unaudited quarterly financial information for
the two years ended December 31, 1997 and 1996 (in thousands, except per share
amounts):
<TABLE>
<CAPTION>

                                            THREE MONTHS ENDED
1997                                       MARCH 31      JUNE 30       SEPTEMBER 30      DECEMBER 31
-----------------------------------------------------------------------------------------------------

<S>                                            <C>         <C>              <C>               <C>    
Net sales                                      $55,131     $66,889          $70,728           $61,893
Gross profit                                    10,471      13,269           15,347            14,230
Net income                                       4,057       5,259            6,321             6,055
Net income per common share - basic                .39         .50              .60               .57
Net income per common share - diluted              .38         .48              .57               .55

</TABLE>

<TABLE>
<CAPTION>

                                            THREE MONTHS ENDED
1996                                       MARCH 31      JUNE 30       SEPTEMBER 30      DECEMBER 31
-----------------------------------------------------------------------------------------------------

<S>                                            <C>         <C>              <C>               <C>    
Net sales                                      $40,015     $44,747          $46,099           $48,271
Gross profit                                     3,432       4,544            8,752             8,955
Net income                                         184         586            3,103             3,286
Net income per common share - basic                .02         .03              .26               .31
Net income per common share - diluted              .02         .03              .26               .31
</TABLE>






                                       25
<PAGE>   28

ITEM 9.  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The section entitled "Election of Directors" appearing in the Company's
proxy statement for the annual meeting of stockholders to be held on May 5, 1998
sets forth certain information with respect to the directors of the Company and
is incorporated herein by reference. Certain information with respect to persons
who are or may be deemed to be executive officers of the Company is set forth
under the caption "Executive Officers of the Company" in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

         The section entitled "Executive Compensation" appearing in the
Company's proxy statement for the annual meeting of stockholders to be held on
May 5, 1998 sets forth certain information with respect to the compensation of
management of the Company and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The section entitled "Security Ownership of Certain Beneficial Owners
and Management" appearing in the Company's proxy statement for the annual
meeting of stockholders to be held on May 5, 1998 sets forth certain information
with respect to the ownership of the Company's Common Stock and is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         The section entitled "Certain Transactions" appearing in the Company's
proxy statement for the annual meeting of stockholders to be held on May 5, 1998
sets forth certain information with respect to certain business relationships
and transactions between the Company and its directors and officers and is
incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      The following documents are filed as a part of this report:

                  (1)      Financial Statements included in Item 8 herein:

                           Report of Independent Auditors
                           Consolidated Balance Sheets as of December 31, 1997
                             and 1996 
                           Consolidated Statements of Operations for the years 
                             ended December 31, 1997, 1996 and 1995
                           Consolidated Statements of Stockholders' Equity for 
                             the years ended December 31, 1997, 1996 and 1995
                           Consolidated Statements of Cash Flows for years ended
                             December 31, 1997, 1996 and 1995
                           Notes to Consolidated Financial Statements

                  (2)      Financial Statement Schedules included in Item 8 
                           herein:

                           All schedules for which provision is made in the
                           applicable accounting regulations of the Securities
                           and Exchange Commission are not required under the
                           related instructions or are inapplicable and,
                           therefore, have been omitted.

                  (3)      Exhibits:

                           The information required by this Item 14(a)(3) is set
                           forth in the Index to Exhibits accompanying this
                           Annual Report on Form 10-K.

         (b)      No Current Reports on Form 8-K were filed during the quarter 
ended December 31, 1997.




                                       26
<PAGE>   29


                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, Encore Wire Corporation has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       ENCORE WIRE CORPORATION
Date:  March 27, 1998



                                       By:        /s/ VINCENT A. REGO
                                           -------------------------------------
                                                      Vincent A. Rego
                                           President and Chief Executive Officer



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>

      SIGNATURE                                                  TITLE                                  DATE
      ---------                                                  -----                                  ----




<S>                                                 <C>                                            <C> 
      /s/ VINCENT A. REGO                                Chairman of the Board                     March 27, 1998
---------------------------------------------       of Directors, President and Chief  
      Vincent A. Rego                                      Executive Officer                
                                                         




      /s/ DONALD M. SPURGIN                           Vice Chairman of the Board                   March 27, 1998
---------------------------------------------                of Directors 
      Donald M. Spurgin                                      




      /s/ SCOTT D. WEAVER                              Vice President-- Finance,                   March 27, 1998
---------------------------------------------          Secretary and Treasurer 
      Scott D. Weaver                                    (Principal Financial  
                                                        and Accounting Officer) 
                                                                                
</TABLE>




                                       27
<PAGE>   30

<TABLE>
<CAPTION>

      SIGNATURE                                                  TITLE                                  DATE
      ---------                                                  -----                                  ----



<S>                                                            <C>                                 <C> 
      /s/ DONALD E. COURTNEY                                   Director                            March 27, 1998
---------------------------------------------
      Donald E. Courtney




      /s/ JOSEPH M. BRITO                                      Director                            March 27, 1998
---------------------------------------------
      Joseph M. Brito




      /s/ JOHN H. WILSON                                       Director                            March 27, 1998
---------------------------------------------
      John H. Wilson




      /s/ JOHN P. PRINGLE                                      Director                            March 27, 1998
---------------------------------------------
      John P. Pringle




      /s/ WILLIAM R. THOMAS                                    Director                            March 27, 1998
---------------------------------------------
      William R. Thomas




      /s/ DANIEL L. JONES                                      Director                            March 27, 1998
---------------------------------------------
      Daniel L. Jones

</TABLE>



                                       28
<PAGE>   31


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit                                                                                                     
Number        Description                                                                                   
------        -----------                                                                                   
                                                                                                            
<S>           <C>                                                                                           
3.1           Certificate of Incorporation of Encore Wire Corporation, as                                   
              amended (filed as Exhibit 3.1 to the Company's Registration
              Statement on Form S-1, as amended (No. 33-47696), and incorporated
              herein by reference).

3.2           Amended and Restated Bylaws of Encore Wire Corporation

10.1          Amended and Restated Financing Agreement dated as of June 15, 1994
              by and between NationsBank of Texas, N.A. and Encore Wire
              Corporation (filed as Exhibit 10.1 to the Company's Quarterly
              Report on Form 10-Q for the quarter ended June 30, 1994 and
              incorporated herein by reference).

10.2          Revolving Note dated as of August 31, 1995 executed by Encore Wire
              Corporation payable to the order of NationsBank of Texas, N.A.
              (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K
              for the year ended December 31, 1995 and incorporated herein by
              reference).

10.3          First Amendment to Amended and Restated Financing Agreement dated
              as of July 26, 1994 by and between NationsBank of Texas, N.A. and
              Encore Wire Corporation (filed as Exhibit 10.3 to the Company's
              Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
              and incorporated herein by reference).

10.4          Second Amendment to Amended and Restated Financing Agreement dated
              effective December 29, 1994 by and between NationsBank of Texas,
              N.A. and Encore Wire Corporation (filed as Exhibit 10.4 to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1995 and incorporated herein by reference).

10.5          Third Amendment to Amended and Restated Financing Agreement dated
              effective April 7, 1995 by and between NationsBank of Texas, N.A.
              and Encore Wire Corporation (filed as Exhibit 10.5 to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1995 and incorporated herein by reference).

10.6          Fourth Amendment to Amended and Restated Financing Agreement dated
              effective August 31, 1995 by and between NationsBank of Texas,
              N.A. and Encore Wire Corporation (filed as Exhibit 10.6 to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1995 and incorporated herein by reference).

10.7          Fifth Amendment to Amended and Restated Financing Agreement dated
              effective March 19, 1996 by and between NationsBank of Texas, N.A.
              and Encore Wire Corporation (filed as Exhibit 10.7 to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1995 and incorporated herein by reference).

10.8          Sixth Amendment to Amended and Restated Financing Agreement dated
              effective September 17, 1996 by and between NationsBank of Texas,
              N.A. and Encore Wire Corporation (filed as Exhibit 10.1 to the
              Company's Quarterly Report on Form 10-Q for the quarter ended
              September 30, 1996 and incorporated herein by reference).

10.9          Seventh Amendment to Amended and Restated Financing Agreement
              dated effective December 11, 1996 by and between NationsBank of
              Texas, N.A. and Encore Wire Corporation (filed as Exhibit 10.9 to
              the Company's Annual Report on Form 10-K for the year ended
              December 31, 1996 and incorporated herein by reference).

</TABLE>



                                       29
<PAGE>   32

<TABLE>
<S>           <C>

10.10*        Amended and Restated Agreement Not to Compete dated March 8,
              1994, between Encore Wire Corporation and Vincent A. Rego (filed
              as Exhibit 10.9 to the Company's Registration Statement on Form
              S-1, as amended (No. 33-76216), and incorporated herein by
              reference).

10.11*        Amended and Restated Agreement Not to Compete dated March 8,
              1994, between Encore Wire Corporation and Donald M. Spurgin (filed
              as Exhibit 10.10 to the Company's Registration Statement on Form
              S-1, as amended (No. 33-76216), and incorporated herein by
              reference).

10.12*        1989 Stock Option Plan (filed as Exhibit 4.1 to the Company's
              Registration Statement on Form S-8, as amended (No. 33-54484), and
              incorporated herein by reference).

10.13*        1989 Stock Option Plan, as amended (filed as Exhibit 10.12 to
              the Company's Registration Statement on Form S-1, as amended (No.
              33-76216), and incorporated herein by reference).

10.14         1989 Stock Option Plan, as amended and restated (filed as Exhibit
              4.1 to the Company's Registration Statement on Form S-8 (No.
              333-38729), and incorporated herein by reference.

10.15         Second Amended and Restated Financing Agreement dated as of June
              9, 1997 by and among Encore Wire Corporation, NationsBank of
              Texas, N.A. and Bank of America, Texas N.A. (filed as exhibit 10.1
              to the Company's Quarterly Report on Form 10-Q for the quarter
              ended June 30, 1997 and incorporated herein by reference).

10.16         $35,000,000 Revolving Note to NationsBank of Texas, N.A. (filed as
              exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
              the quarter ended June 30, 1997 and incorporated herein by
              reference).

10.17         $25,000,000 Revolving Note to Bank of America, Texas N.A. (filed
              as exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
              the quarter ended June 30, 1997 and incorporated herein by
              reference).

10.18         NationsBank of Texas, N.A. Guaranty Agreement (filed as exhibit
              10.4 to the Company's Quarterly Report on Form 10-Q for the
              quarter ended June 30, 1997 and incorporated herein by reference).

10.19         Bank of America, Texas N.A. Guaranty Agreement (filed as exhibit
              10.5 to the Company's Quarterly Report on Form 10-Q for the
              quarter ended June 30, 1997 and incorporated herein by reference).

10.20*        Employment Agreement dated as of October 1, 1996 between the
              Company and Donald M. Spurgin.

21.1          Subsidiary.

23.1          Consent of Ernst & Young LLP.

27            Financial Data Schedule 

o             Management contract or compensatory plan

</TABLE>