SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM 10-Q


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

                      For the quarter ended March 31, 2001

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572
                                 --------------


                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                          23-2758853
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                          Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section 15(d) of the Securities and 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 [ ]

         As of May 14, 2001, there were 1,000,000 shares outstanding of
Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of
Diamond's Series A 12% Senior Redeemable Cumulative Preferred Stock ($.01 par
value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    Form 10-Q
                      For the Quarter Ended March 31, 2001

                                      INDEX

                                                                        Page No.
                                                                        --------
   Part I.       Financial Information

                 Item 1.  Financial Statements

                          Condensed Balance Sheets -
                             March 31, 2001 and December 31, 2000............ 3

                          Condensed Statements of Operations -
                            Three Months Ended March 31,
                            2001 and 2000.................................... 4

                          Condensed Statements of Cash Flows -
                            Three Months Ended March 31,
                            2001 and 2000.................................... 5

                          Notes to Condensed Financial Statements............ 6

                 Item 2.  Management's Discussion and Analysis of
                          Financial Condition and Results of Operations...... 7

   Part II.      Other Information

                 Item 6.  Exhibits and Reports on Form 8-K.................. 10

                          Signature......................................... 11

                                       2

<PAGE>

ITEM 1.     FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                 (Dollars in Thousands except per share amounts)

                                                                                  December 31,
                                                                March 31, 2001       2000
                                                               ----------------  ------------
                                                                 (Unaudited)
ASSETS
Current assets:
<S>                                                                 <C>                  <C>
  Cash and cash equivalents                                         $3,135               $25
  Accounts receivable, net                                          15,424            13,977
  Other receivables                                                    378               373
  Inventories                                                       13,287            14,581
  Prepaid expenses                                                   1,159             1,084
  Deferred income taxes                                              2,915             3,285
                                                              -------------      ------------
Total current assets                                                36,298            33,325
                                                              -------------      ------------
Equipment and leasehold improvements, net                            6,089             6,154

Deferred loan costs and senior notes discount, net                   5,888             6,073
Deferred income taxes                                               41,087            42,039
Other assets                                                           492               404
                                                              -------------      ------------
Total assets                                                       $89,854           $87,995
                                                              =============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                  $9,099           $11,952
  Accrued expenses:
      Payroll and related items                                      5,001             4,226
      Accrued interest                                               4,630             2,329
      Accrued income taxes                                           1,267             1,322
      Other                                                            700               492
                                                              -------------      ------------
 Total accrued expenses                                             11,598             8,369
                                                              -------------      ------------
Total current liabilities                                           20,697            20,321
                                                              -------------      ------------
Long-term debt:
  Credit facility                                                        -               500
  Senior notes                                                     100,000           100,000
                                                              -------------      ------------
Total long-term debt                                               100,000           100,500
                                                              -------------      ------------
    Total liabilities                                              120,697           120,821
                                                              -------------      ------------
Series A 12% senior redeemable cumulative preferred
      stock - par value $0.01 per share; authorized
      100,000 shares; issued and outstanding 35,000
      shares in 2001 and 2000, at liqudation
      preference value                                              49,902            48,449
                                                              -------------      ------------
Stockholders' equity (deficit):
Common stock, 2001 and 2000 par value $0.01 per share;
      authorized 1,100,000 shares; issued and
      outstanding 1,000,000 shares                                      10                10
Additional paid-in capital                                          45,891            47,344
Retained earnings (accumulated deficit)                           (126,646)         (128,629)
                                                              -------------      ------------
    Total stockholders' equity (deficit)                           (80,745)          (81,275)
                                                              -------------      ------------
Total liabilities and stockholders' equity (deficit)               $89,854           $87,995
                                                              =============      ============
</TABLE>

                  See notes to condensed financial statements


                                       3

<PAGE>

<TABLE>
<CAPTION>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

                                                              Three Months Ended   Three Months Ended
                                                                 March 31, 2001       March 31, 2000
                                                              -------------------  -------------------
<S>                                                          <C>                    <C>
Net sales                                                          $50,057                  $44,665
Cost of sales                                                       14,331                   13,864
                                                              -------------           --------------
Gross profit                                                        35,726                   30,801

Operating expenses                                                  29,845                   26,039
                                                              -------------           --------------
Income from operations                                               5,881                    4,762

Other (income) expense:
     Interest income                                                   (11)                     (38)
     Interest expense                                                2,587                    2,806
                                                              -------------           --------------
                                                                     2,576                    2,768
                                                              -------------           --------------
Income before provision for income taxes and
      extraordinary loss on extinguishment of debt                   3,305                    1,994

Provision for income taxes                                           1,322                      797
                                                              -------------           --------------
Net income before extraordinary item                                 1,983                    1,197

Extraordinary loss on extinguishment of debt,
      net of income taxes of $336                                        -                      504
                                                              -------------           --------------
Net income                                                           1,983                      693

Preferred stock dividends                                            1,453                    1,292
                                                              -------------           --------------
Net income (loss) applicable to common stockholders                   $530                    ($599)
                                                              =============           ==============
</TABLE>

                  See notes to condensed financial statements


                                       4

<PAGE>

<TABLE>
<CAPTION>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

                                                             Three Months Ended   Three Months Ended
                                                                 March 31, 2001       March 31, 2000
                                                             -------------------  -------------------
OPERATING ACTIVITIES
<S>                                                                      <C>                  <C>
    Net cash provided by operating activities                            $4,229               $5,383
                                                             -------------------  -------------------
INVESTING ACTIVITIES
    Capital expenditures
                                                                          (656)                (193)
    Proceeds from sale of equipment
                                                                            175                   14
    Decrease in other assets
                                                                           (88)                   11
                                                             -------------------  -------------------
Net cash used in investing activities
                                                                          (569)                (168)
                                                             -------------------  -------------------
FINANCING ACTIVITIES
  Net proceeds from credit facility
                                                                          1,000                2,500
  Payments on credit facility
                                                                        (1,500)              (7,500)
  Deferred loan cost
                                                                           (50)                (270)
                                                             -------------------  -------------------
Net cash used in financing activities
                                                                          (550)              (5,270)
                                                             -------------------  -------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                          3,110                 (55)
Cash and cash equivalents, beginning of period
                                                                             25                   94
                                                             -------------------  -------------------
Cash and cash equivalents, end of period                                 $3,135                  $39
                                                             ===================  ===================
</TABLE>

                  See notes to condensed financial statements


                                       5

<PAGE>

                        Diamond Triumph Auto Glass, Inc.
                    NOTES TO FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)


Note 1.        Significant Accounting Policies

               These interim financial statements are unaudited but, in the
               opinion of management, reflect all adjustments (consisting only
               of normal recurring adjustments) necessary to present fairly the
               data for these periods. The interim financial statements should
               be read in conjunction with the audited financial statements and
               notes thereto contained in Diamond's Annual Report on Form 10-K
               for the fiscal year ended December 31, 2000. Diamond's results
               for interim periods are not normally indicative of results to be
               expected for the fiscal year. Weather has historically affected
               Diamond's sales, net income and EBITDA, with severe weather
               generating increased sales, net income and EBITDA and mild
               weather resulting in lower sales, net income and EBITDA. In
               addition, Diamond's business is somewhat seasonal, with the first
               and fourth calendar quarters traditionally its slowest periods of
               activity.

               Preferred Stock - At March 31, 2001 and December 31, 2000, the
               liquidation value of the Preferred Stock recorded on Diamond's
               Balance Sheet was $49,902 and $48,449, respectively, which
               includes dividends of $14,902 and $13,449, respectively, added to
               the liquidation value.

               Long-Term Debt:

               Credit Facility - On March 27, 2000, Diamond entered into a
               revolving credit facility (the "Credit Facility"). The Credit
               Facility has an initial term of four years and provides for
               revolving advances of up to the lesser of: (1) $25,000; (2) the
               sum of 85% of Diamond's Eligible Accounts Receivable (as defined
               in the Credit Facility) plus 85% of Diamond's Eligible Inventory
               (as defined in the Credit Facility), less certain reserves; or
               (3) an amount equal to 1.5 times Diamond's EBITDA (as defined in
               the Credit Facility) for the prior twelve months. A portion of
               the Credit Facility, not to exceed $3,000 is available for the
               issuance of letters of credit, which generally have an initial
               term of one year or less. Borrowings under the Credit Facility
               bear interest, at Diamond's discretion, at either the Chase
               Manhattan Bank Rate (as defined in the Credit Facility) or LIBOR,
               plus a margin of 0.25% for the Chase Manhattan Rate and 2.0% for
               the LIBOR Rate. In addition, a commitment fee of 0.25% is charged
               against any unused balance of the credit facility. Interest rates
               are subject to increases or reductions based upon Diamond meeting
               certain EBITDA levels. The proceeds of the Credit Facility are
               available for working capital requirements and for general
               corporate purposes. The Credit Facility is secured by first
               priority security interests in all of Diamond's tangible and
               intangible assets. In addition, the Credit Facility contains
               certain restrictive covenants including, among other things, the
               maintenance of a minimum EBITDA level for the prior twelve
               months, as well as restrictions on additional indebtedness,
               dividends and certain other significant transactions. Diamond was
               in compliance with these covenants at March 31, 2001.

Note 2.        Recent Accounting Pronouncements

               In January 2001, Diamond implemented Statement of Financial
               Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
               Instruments and Hedging Activities." This standard requires all
               derivatives be measured at fair value and recorded on a company's
               balance sheet as an asset or liability, depending on the
               company's underlying rights or obligations associated with the
               derivative instruments. During the quarter ended March 31, 2001,
               Diamond had no derivatives and there was no financial statement
               effect of implementing SFAS No. 133.

                                       6

<PAGE>

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

               Results of Operations

               The following table summarizes Diamond's historical results of
               operations and historical results of operations as a percentage
               of sales for the three months ended March 31, 2001 and 2000.

<TABLE>
<CAPTION>

                                                        Three Months Ended March 31,
                                                      ---------------------------------
                                                           2001             2000
                                                      ---------------- ----------------
                                                        $        %       $        %
                                                      ------- -------------------------
                                                              (dollars in millions)
<S>                                                     <C>     <C>      <C>     <C>
Net Sales............................................   50.0    100.0    44.7    100.0
Cost of Sales........................................   14.3     28.6    13.9     31.1
                                                      ------- -------- -------  -------
Gross Profit.........................................   35.7     71.4    30.8     68.9
Operating Expenses...................................   29.8     59.6    26.0     58.2
                                                      ------- -------- -------  -------
Income From Operations...............................    5.9     11.8     4.8     10.7
Interest Income......................................      -        -       -        -
Interest Expense.....................................    2.6      5.2     2.8      6.3
                                                      ------- -------- -------  -------
                                                         2.6      5.2     2.8      6.3
                                                      ------- -------- -------  -------
Income before provision for income taxes
    and extraordinary loss on extinguishment
    of debt..........................................    3.3      6.6     2.0      4.5
Provision for income taxes...........................    1.3      2.6     0.8      1.8
                                                      ------- -------- -------  -------
Net income before extraordinary item.................    2.0      4.0     1.2      2.7
Extraordinary loss on extinguishment of debt,
    net of taxes                                           -        -     0.5      1.1
                                                      ------- -------- -------  -------
Net income...........................................    2.0      4.0     0.7      1.6
                                                      ======= ======== =======  =======

EBITDA (1)                                               6.5     13.0     5.5     12.3
</TABLE>

-------------------
               (1) EBITDA represents income before taxes, interest expense,
               depreciation and amortization expense. While EBITDA is not
               intended to represent cash flow from operations as defined by
               GAAP and should not be considered as an indicator of operating
               performance or an alternative to cash flow (as measured by GAAP)
               as a measure of liquidity, it is included herein to provide
               additional information with respect to Diamond's ability to meet
               its future debt service, capital expenditure and working capital
               requirements.

               Three Months Ended March 31, 2001 Compared to Three Months Ended
               March 31, 2000

                      Net Sales. Net sales for the three months ended March 31,
               2001 increased by $5.3 million, or 11.9%, to $50.0 million from
               $44.7 million for the three months ended March 31, 2000. Although
               installation units increased only 2.0%, revenue per installation
               unit increased an average of 12.0%. The increase in Diamond's
               average revenue per installation unit is attributable to
               stabilization of price compression and to its sales mix.

                      Gross Profit. Gross profit for the three months ended
               March 31, 2001 increased by $4.9 million, or 15.9%, to $35.7
               million from $30.8 million for the three months ended March 31,
               2000. Gross profit increased as a percentage of sales to 71.4%
               for the three months ended March 31, 2001 from 68.9% for the
               three months ended March 31, 2000. The increase in gross profit
               for the three months ended March 31, 2001 was primarily due to
               the increased level of sales and average revenue per installation
               unit compared to the three months ended March 31, 2000.

                                       7
<PAGE>

                      Operating Expenses. Operating expenses for the three
               months ended March 31, 2001 increased by $3.8 million, or 14.6%,
               to $29.8 million from $26.0 million for the three months ended
               March 31, 2000. Operating expenses increased as a percentage of
               sales to 59.6% for the three months ended March 31, 2001 from
               58.2% for the three months ended March 31, 2000. The increase in
               operating expense during the three months ended March 31, 2001
               compared to the three months ended March 31, 2000 was due to
               higher wage expense caused by certain wage rate pressures,
               including increased medical insurance and workers compensation
               insurance costs, primarily at the service center level. The
               increase in aggregate operating expenses was also due to an
               increase in vehicle related expenses, increased promotional
               activity and higher auto insurance and utility costs.

                      Depreciation and amortization expense for the period
               ending March 31, 2001 decreased by $0.1 million, or 14.3%, to
               $0.6 million from $0.7 million for the three months ended March
               31, 2000. This decrease is primarily related to a continuing
               decrease in owned vehicles in favor of a vehicle lease program.

                      Income From Operations. Income from operations for the
               three months ended March 31, 2001 increased by $1.1 million, or
               22.9%, to $5.9 million from $4.8 million for the three months
               ended March 31, 2000. This increase was primarily due to the
               increase in average revenue per installation unit and was
               partially offset by an increase in operating expenses as
               discussed above.

                      Interest Expense. Interest expense for the three months
               ended March 31, 2001 decreased $0.2 million to $2.6 million from
               $2.8 million for the three months ended March 31, 2000. Cash
               interest expense was $2.3 million for the three months ended
               March 31, 2001 compared to $2.6 million for the three months
               ended March 31, 2000. The decrease was primarily due to a
               reduction in outstanding borrowings under the credit facility
               during the three months ended March 31, 2001 compared to the
               three months ended March 31, 2000.

                      Net Income. Net income for the three months ended March
               31, 2001 increased by $1.3 million to $2.0 million from $0.7
               million for the three months ended March 31, 2000. Net income as
               a percentage of sales increased to 4.0% for the three months
               ended March 31, 2001 from 1.6% for the three months ended March
               31, 2000. The increase in net income and net income margin during
               the three months ended March 31, 2001 compared to the three
               months ended March 31, 2000 was primarily due to the impact of
               higher average revenue per installation unit that was partially
               offset by an increase in operating expenses and in the provision
               for income taxes.

                      EBITDA. EBITDA for the three months ended March 31, 2001
               increased by $1.0 million, or 18.2%, to $6.5 million from $5.5
               million for the three months ended March 31, 2000. EBITDA as a
               percentage of sales increased to 13.0% for the three months ended
               March 31, 2001 from 12.3% for the three months ended March 31,
               2000. The increase in EBITDA and EBITDA margin for the three
               months ended March 31, 2001 was primarily due to the impact of
               higher average revenue per installation unit that was partially
               offset by an increase in operating expenses as discussed above.

               Liquidity and Capital Resources

                      Diamond's need for liquidity will arise primarily from the
               interest payable on its 9 1/4% Senior Notes (the "Notes"), the
               credit facility and the funding of Diamond's capital expenditures
               and working capital requirements. There are no mandatory
               principal payments on the Notes prior to their maturity on April
               1, 2008 and, except to the extent that the amount outstanding
               under the credit facility exceeds the borrowing base, no required
               payments of principal on the credit facility prior to its
               expiration on March 27, 2004.

                                       8
<PAGE>

                      Net Cash Provided by Operating Activities. Net cash
               provided by operating activities for the three months ended March
               31, 2001 decreased by $1.2 million to $4.2 million from $5.4
               million for the three months ended March 31, 2000. The decrease
               was primarily attributable to a $2.9 million decrease in accounts
               payable and a $1.6 million increase in accounts receivable which
               was partially offset by an increase in Diamond's net earnings and
               a $1.3 million decrease in inventory.

                      Net Cash Used in Investing Activities. Net cash used in
               investing activities for the three months ended March 31, 2001
               increased $0.4 million to $0.6 million used from $0.2 million
               used in investing activities for the three months ended March 31,
               2000. The primary reason for the variance was an increase in
               capital expenditures.

                      Net Cash Used in Financing Activities. Net cash used by
               financing activities for the three months ended March 31, 2001
               decreased $4.8 million to $0.5 million from $5.3 million for the
               three months ended March 31, 2000. The primary reason for this
               variance was a decrease in credit facility payments over proceeds
               for the three months ended March 31, 2001 to $0.5 million from
               $5.0 million for the three months ended March 31, 2000.

                      Capital Expenditures. Capital expenditures for the three
               months ended March 31, 2001 were $0.7 million, as compared to
               $0.2 million for the three months ended March 31, 2000. Capital
               expenditures for the three months ended March 31, 2001 were made
               primarily to fund the continued upgrade of Diamond's management
               information systems.

                      Liquidity. Management believes that Diamond will have
               adequate capital resources and liquidity to satisfy its debt
               service obligations, working capital needs and capital
               expenditure requirements, including those related to the opening
               of new service centers and distribution centers for the
               foreseeable future through the life of its debt agreements.
               Diamond's capital resources and liquidity are expected to be
               provided by Diamond's net cash provided by operating activities
               and borrowings under the credit facility.

               Forward-Looking Statements

                      Readers are cautioned that there are statements contained
               in this report which are "forward-looking" statements within the
               meaning of the Private Securities Litigation Reform Act of 1995
               (the "Act"). Forward-looking statements include statements which
               are predictive in nature, which depend upon or refer to future
               events or conditions, which include words such as "expects,"
               "anticipates," "intends," "plans," "believes," "estimates," or
               similar expressions. In addition, any statements concerning
               future financial performance (including future revenues, earnings
               or growth rates), ongoing business strategies or prospects, and
               possible future actions, which may be provided by management, are
               also forward-looking statements as defined by the Act.
               Forward-looking statements are based on current expectations and
               projections about future events and are subject to risks,
               uncertainties, and assumptions about Diamond, economic and market
               factors and the industries in which Diamond does business, among
               other things. These statements are not guarantees of future
               performance and Diamond has no specific intention to update these
               statements.

                      These forward-looking statements, like any forward-looking
               statements, involve risks and uncertainties that could cause
               actual results to differ materially from those projected or
               anticipated. The risks and uncertainties include the effect of
               overall economic and business conditions, the demand for
               Diamond's products and services, regulatory uncertainties, the
               impact of competitive products and pricing, changes in customers'
               ordering patterns and potential system interruptions. This list
               should not be construed as exhaustive. Our annual report on Form
               10-K in respect of the fiscal year ended December 31, 2000
               discusses certain of these risks and uncertainties under the
               caption "Factors Affecting Future Performance."

                                       9
<PAGE>

                                     PART II

                                OTHER INFORMATION


        ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Reports on Form 8-K.

                      Not applicable.


                                       10
<PAGE>


                                    SIGNATURE

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



                                     DIAMOND TRIUMPH AUTO GLASS, INC.



  Date: May 14, 2001                 By: /s/  Michael A. Sumsky
                                        -------------------------------------
                                        Name:  Michael A. Sumsky
                                        Title: Executive Vice President
                                               Chief Financial Officer and
                                               General Counsel (Principal
                                               Financial and Chief Accounting
                                               Officer)


                                       11