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 Quarterly Period Ended March 31, 1999

                                       OR

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


                        Commission File Number: 000-23309


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



                 Delaware                    06-0850149
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)

    303 East Wacker Drive, Suite 1000,
            Chicago, Illinois                60601
 (Address of principal executive offices)    (Zip Code)


                                (312) 946-1000
             (Registrant's telephone number, including area code)



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 |_|


At May  12,  1999,  5,265,050  shares  of the  Registrant's  Common  Stock  were
outstanding.

<PAGE>



                               LINC CAPITAL, INC.

                                TABLE OF CONTENTS

                                                                            Page

PART I.                 FINANCIAL INFORMATION

  Item 1.  Financial Statements:
           Consolidated Balance Sheets-
               March 31, 1999 (unaudited) and December 31, 1998.............   3
           Consolidated Statements of Earnings-
               Three months ended March 31, 1999 and 1998 (unaudited).......   4
           Consolidated Statements of Cash Flows-
               Three months ended March 31, 1999 and 1998 (unaudited).......   5
           Notes to Consolidated Financial Statements.......................   7

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..............................  13

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......  16


PART II.                OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.................................  17


SIGNATURES..................................................................  17



<PAGE>



                                                    
LINC Capital, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except per share data)



                                                          March 31, December 31,
                                                        ----------- ------------
                        ASSETS                              1999         1998
                        ------                              ----         ----
                                                        (Unaudited)    (Audited)

Net investment in direct finance leases and loans..........$252,216   $163,966
Equipment held for rental and operating leases, net .......  30,995     30,659
Accounts receivable .......................................   8,916      7,593
Securitization retained interest ..........................  14,946     17,026
Other assets ..............................................  18,270     17,474
Goodwill ..................................................  13,295     10,738
Cash and cash equivalents .................................     118      1,428
                                                          ---------   ---------
         Total assets ....................................$ 338,756   $248,884
                                                          =========   =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------

Senior credit facility and other senior notes payable ....$ 108,579   $ 96,646
Recourse debt ............................................    7,455      8,017
Nonrecourse debt .........................................  144,538     68,616
Accounts payable .........................................   11,180      7,443
Accrued expenses .........................................    7,850      8,775
Customer holdbacks .......................................    9,178     10,328
Subordinated debentures ..................................    5,780      5,694
Deferred income taxes ....................................    2,030      1,924
                                                          ---------   ---------
       Total liabilities .................................$ 296,590   $207,443
                                                          ---------   ---------


Stockholders' equity:
    Common stock, $0.001 par value, 15,000,000 shares
     authorized; 5,330,953 and 5,249,591 shares issued;
     5,265,050 and 5,183,688 shares outstanding ..........        5           5
    Additional paid-in capital ...........................   29,852      29,567
    Deferred compensation from issuance of options .......      (40)       (124)
    Stock note receivable ................................     (182)       (182)
    Treasury stock, at cost; 65,903 shares ...............     (287)       (287)
    Accumulated other comprehensive loss .................     (103)        (34)
    Retained earnings ....................................   12,921      12,496
                                                           ---------    --------
       Total stockholders' equity ........................   42,166      41,441
                                                           ---------    --------
Total liabilities and stockholders' equity ............... $338,756    $248,884
                                                           =========    ========

           See accompanying notes to consolidated financial statements.




<PAGE>



PART I - FINANCIAL INFORMATION

LINC Capital, Inc. and Subsidiaries
Consolidated Statements of Earnings (Unaudited)
(Dollars in thousands, except per share data)
                                                              Three months ended
                                                                    March 31,
                                                            --------------------
                                                              1999         1998
                                                            -------       ------
REVENUES:
    Sales of equipment ...........................          $ 6,899      $5,720
    Direct finance lease income ..................            5,838       2,108
    Interest income ..............................              819         426
    Rental and operating lease revenue ...........            2,699       2,456
    Servicing fees and other income ..............            2,702         483
    Gain on sale of lease receivables ............              --          697
    Gain on equipment residual values ............              251         247
    Gain on equity participation rights ..........              234       2,068
                                                            -------       -----
       Total revenues ...........................            19,442      14,205
                                                            -------       -----
Expenses:
    Cost of equipment sold .......................            5,498       4,700
    Selling, general and administrative ..........            6,199       3,665
    Interest .....................................            4,081       1,670
    Depreciation of equipment under rental
     agreements and operating leases .............            1,783       1,505
    Goodwill amortization.........................              208          16
    Provision for credit losses ..................            1,086         603
                                                            -------       -----
       Total expenses ............................           18,855      12,159
                                                            -------       -----
Earnings before income taxes........................            587       2,046
Income tax expense ...............................              162         790
                                                            -------       -----
Net earnings .....................................          $   425      $1,256
                                                            =======       =====
Net earnings per common share:
      Basic.......................................          $   .08      $  .24
      Diluted.....................................          $   .08      $  .24


           See accompanying notes to consolidated financial statements.





<PAGE>



LINC Capital, Inc. and Subsidiaries
Consolidated Cash Flow Statements (Unaudited)
(Dollars in thousands)

                                                          Three months ended
                                                               March 31,
                                                        ----------------------
                                                            1999        1998
                                                          --------    --------
Cash flows from operating activities:
  Net earnings.........................................  $    425     $ 1,256
    Adjustments to reconcile net earnings
     to net cash provided by operations:
       Depreciation and amortization .................      2,252       1,595
       Direct finance lease income ...................     (5,838)     (2,108)
       Payments on direct finance leases .............     21,042       7,153
       Deferred income taxes .........................        162         547
       Provision for credit losses ...................      1,086         603
       Gain on sale of lease receivables .............        --         (697)
       Gain on equity participation rights ...........       (234)     (2,068)
       Amortization of discount ......................         86          73
       Deferred compensation .........................        (26)         25
    Changes in assets and liabilities:
       Increase in receivables .......................     (1,249)       (335)
       Increase in other assets.......................       (663)     (2,859)
       Increase in accounts payable ..................      3,689       1,553
       Decrease in accrued expenses ..................       (981)        (30)
       Decrease in customer holdbacks ................     (1,150)        (12)
                                                         --------      -------
Cash provided by operating
  activities .........................................     18,601       4,696
                                                         --------      -------
Cash flows from investing activities:
  Cost of equipment acquired for lease
    and rental .......................................    (96,096)    (34,185)
  Cash used in acquisitions, net of
    cash acquired ....................................     (1,497)     (2,699)
  Funding of securitization retained interest.........        --       (2,177)
  Receipts on securitization retained interest........      2,388         319
  Fixed assets purchased .............................       (474)       (177)
  Proceeds from sale of investments ..................        234       2,068
                                                          --------     -------
Net cash used in investing activities ................    (95,445)    (36,851)
                                                          --------     -------



           See accompanying notes to consolidated financial statements.




<PAGE>



LINC Capital, Inc. and Subsidiaries
Consolidated Cash Flow Statements (Unaudited) - (Continued)
(Dollars in thousands)

                                                        Three months ended
                                                              March 31,
                                                      ----------------------
                                                           1999        1998
                                                         --------    -------
Cash flows from financing activities:
    Net increase in notes payable ....................    11,933      24,300
    Proceeds from recourse and
     nonrecourse debt ................................    86,100       1,220
    Repayment of recourse and nonrecourse
     debt ............................................   (22,894)     (7,363)
    Proceeds from sales of lease
     receivables .....................................       --       18,427
    Proceeds from stock notes receivable .............       --          329
    Sale of stock ....................................       395         --
                                                          ------     -------
Net cash provided by financing
    activities .......................................    75,534      36,913
                                                          ------     -------
Net increase (decrease) in cash ......................    (1,310)      4,758
Cash at beginning of period ..........................     1,428         --
                                                          ------      ------
Cash at end of period ................................   $   118     $ 4,758
                                                          ======     =======
Supplemental disclosures of cash flow information:
    Interest paid ....................................   $ 2,706     $ 1,384
    Income taxes paid ................................   $   287     $   681

           See accompanying notes to consolidated financial statements.




<PAGE>




LINC Capital Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)

(1)  The  Company

     LINC  Capital,  Inc.  (the  "Company")  is a finance  company that provides
leasing,  asset-based financing,  and equipment rental and distribution services
to growing  businesses.  The Company's  principal  businesses are (i) the direct
origination of leases and accounts  receivable and other asset-backed  financing
to middle  and late  stage  emerging  growth  companies  primarily  serving  the
healthcare and information technology industries ("Select Growth Finance"), (ii)
the  financing of leases  generated  by smaller  equipment  lessors  ("Portfolio
Finance"),  (iii) the rental, leasing and distribution of analytical instruments
and related equipment to companies serving the environmental, pharmaceutical and
biotechnology  industries  ("Instrument Rental and Distribution"),  and (iv) the
establishment of leasing programs for  manufacturers  and distributors  ("Vendor
Finance").

(2)    Significant Accounting Policies

       Basis of Presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with generally  accepted  accounting  principles and the
rules and  regulations  of the  Securities  and Exchange  Commission for interim
financial statements.  Accordingly, the interim statements do not include all of
the information and disclosures required for annual financial statements. In the
opinion of the  Company's  management,  all  adjustments  (consisting  solely of
adjustments of a normal recurring  nature)  necessary for a fair presentation of
these  interim   results  have  been   included.   Inter-company   accounts  and
transactions  have  been  eliminated.  For  further  information,  refer  to the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998. The results for
the three-month  period ended March 31, 1999 are not  necessarily  indicative of
the results that may be expected for the full year ending December 31, 1999.

     The balance  sheet at December  31, 1998 has been  derived from the audited
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1998.

       Reclassifications

     Certain  reclassifications  have been made in the 1998 financial statements
to conform to the 1999 presentation.

(3)    Acquisitions

     Effective  January 1, 1999,  the Company  purchased all of the  outstanding
common stock of Connor Capital Corporation,  a lessor specializing in developing
captive  finance  programs  for  equipment  vendors.  The  acquisition  has been
accounted  for using  the  purchase  method of  accounting  and the  results  of
operations  of the  acquired  business  have been  included in the  consolidated
financial statements since the date of acquisition.

     The consideration for the acquisition included $1,497,000 in cash payments,
net of cash acquired,  and future  contingent cash payments of up to $5,500,000.
The fair value of assets  purchased and  liabilities  assumed in the acquisition
were $10,973,000 and $12,228,000, respectively.

(4)    Net Investment in Direct Finance Leases and Loans

     Net investment in direct finance leases and loans is as follows:

                                                   March 31,    December 31,
                                                     1999          1998
                                                 -------------  ------------
                                                       (In thousands)
         Lease and loan contracts receivable in
            installments .......................   $ 293,951     $ 191,278
         Estimated residual value of leased
            equipment ..........................       8,360         8,326
         Initial direct costs...................       2,354         2,447
         Unearned lease income .................     (47,401)      (34,294)
         Allowance for doubtful receivables ....      (5,048)       (3,791)
                                                    ---------    ----------
         Net investment ........................    $252,216     $ 163,966
                                                    =========    ==========
<PAGE>

(5)   Equipment Held for Rental and Operating Leases, Net

     The net book value of equipment held for rental and operating  leases is as
follows:

                                                March 31,    December 31,
                                                  1999           1998
                                                ---------    ------------
                                                    (In thousands)
    Equipment under operating leases.........    $ 14,513      $13,905
    Equipment under rental agreements........      16,482       16,754
                                                ---------     --------
    Net book value...........................    $ 30,995      $30,659
                                                =========     ========

     The  book  values  presented  in the  above  table  are net of  accumulated
depreciation  of  $9,839,000  and  $8,058,000 at March 31, 1999 and December 31,
1998, respectively.  Equipment under rental agreements is comprised primarily of
analytical instruments.


(6)    Loss Experience Reserves

         The following table sets forth  delinquencies  as a percentage of gross
remaining  receivables  on leases  included in the  Company's  owned and managed
lease portfolio and net  charge-offs as a percentage of the Company's  remaining
net  investment in direct finance leases and loans as of the ends of the periods
indicated.  Additionally,  the table  sets  forth  the  allowance  for  doubtful
receivables provided, as well as holdback reserves on portfolios acquired, as of
the ends of the periods indicated.


<PAGE>



                                                March 31,     December 31,
                                                  1999            1998
                                              --------------  --------------
                                                 (Dollars in thousands)
Select Growth Finance:
        Gross Receivable Balance                $81,936         $75,882
        31 - 60 days past due                     0.25%           3.07%
        61 - 90 days past due                     0.52%           0.07%
        Over 90 days past due                     1.25%           1.52%
Portfolio Finance:
        Gross Receivable Balance               $223,902        $175,885
        31 - 60 days past due                     2.05%           2.13%
        61 - 90 days past due                     1.09%           1.27%
        Over 90 days past due                     0.23%           0.20%
Rental and Distribution:
        Gross Receivable Balance                 $9,152         $10,064
        31 - 60 days past due                     3.23%           8.88%
        61 - 90 days past due                     1.31%               -
        Over 90 days past due                         -               -
Vendor Finance:
        Gross Receivable Balance               $120,143         $92,478
        31 - 60 days past due                     2.46%           3.37%
        61 - 90 days past due                     1.23%           0.61%
        Over 90 days past due                     1.38%           1.16%
Totals:
        Gross Receivable Balance               $435,133        $354,309
        31 - 60 days past due                     1.85%           2.85%
        61 - 90 days past due                     1.03%           0.81%
        Over 90 days past due                     0.73%           0.73%

Average net investment in leases and
     loans owned and managed                   $345,640        $242,757

Net charge-offs                                     634           3,116
Net charge-off percentage                         0.18%           1.28%

Allowance for doubtful receivables included in:
     Net investment in direct finance leases
        and loans                               $ 5,048         $ 3,791

     Securitization retained interest             1,501           1,808

Holdback reserves on portfolios acquired          5,141           6,104
                                               ----------      ----------
Total allowance and holdbacks                   $11,690         $11,703
                                               ==========      ==========

     In  addition  to  the  allowance  for  doubtful  receivables  and  holdback
reserves,  in connection with its Portfolio  Finance  activities the Company has
recourse to certain of its Portfolio  Finance  customers.  At March 31, 1999 and
December  31,  1998  the  aggregate  amount  of  recourse  was  $16,572,000  and
$10,407,000, in support of gross remaining receivables totaling $162,262,000 and
$117,399,000, respectively.

<PAGE>



(7)   Debt

      Notes Payable

     Notes payable to banks and others were as follows:

                                                       March 31,    December 31,
                                                         1999           1998
                                                      ------------   ----------
                                                            (In thousands)
   Senior credit facility..................               $104,900     $91,700
   Other...................................                  3,679       4,946
                                                          --------     --------
         Total................................            $108,579     $96,646
                                                          ========     ========

     At March 31, 1999 and December 31, 1998, the Company had available a senior
credit  facility  in the  amount of  $155,000,000,  of which  $104,900,000,  and
$91,700,000   was   outstanding  at  March  31,  1999  and  December  31,  1998,
respectively.  The weighted-average  interest rate on the senior credit facility
at March 31, 1999 and December 31, 1998 was 6.53% and 6.58%,  respectively.  The
facility, as amended,  provides for interest at LIBOR plus 1.25% to 1.75% or, at
the  Company's  option,  prime plus up to 0.25% or the CD rate or Fed Funds rate
plus 1.30% to 1.80% with the precise rate dependent on certain  leverage  tests.
Additionally,  the facility calls for the Company to pay a quarterly  commitment
fee of 0.25% on the unused daily  balance below 25% of the facility and 0.50% on
the unused daily balance above 25%. The facility is secured by substantially all
of the  assets  of the  Company  and is  used  by the  Company  to  finance  the
acquisition  of equipment  pending  completion  of permanent  financing  and for
normal working capital purposes.  The facility matures October 31, 1999 at which
point in time the  remaining  balance of the facility may be converted to a term
loan maturing October 31, 2002.

         In connection with the acquisition of Monex Leasing,  Ltd., the Company
issued a note  payable  to the  former  owner of the  company.  Such note  bears
interest at 8% with principal  payments over a three-year  period.  At March 31,
1999, $1,679,000 is outstanding.  Additionally, the Company has notes payable to
a third party at an interest rate of 10% with various payment terms and maturity
dates.

      Recourse and Nonrecourse Debt

     At March 31, 1999, the Company had a securitization  facility providing for
funding up to  $225,000,000.  This facility was increased to $300,000,000 in May
1999. Under the Company's  securitization facility, the Company transfers a pool
of leases to a  wholly-owned,  bankruptcy  remote,  special  purpose  subsidiary
established for the purpose of purchasing the Company's leases.  This subsidiary
in turn  simultaneously  transfers  its interest in the leases to a bank conduit
facility,   which  issues   securities  to   investors.   The   securities   are
collateralized by an undivided interest in the leases, the leased equipment, and
certain collateral  accounts.  A portion of the proceeds form the securitization
of leases is required to be held in a separate  restricted account as collateral
for the leases transferred. This amount is recorded as restricted cash.

         During the three  months  ended  March 31,  1999 and 1998,  the Company
securitized leases with a net book value of $70,069,000 and $16,864,000,  net of
an allowance  for doubtful  receivables  and customer  holdbacks of $994,000 and
$509,000, respectively. During the first quarter of 1998, the Company recognized
a gain upon the sale of leases in securitizations equal to the excess of the net
proceeds from the sale, after deducting issuance  expenses,  over the cost basis
of  the  leases.  Under  gain-on-sale  treatment,   the  Company  reflected  the
difference between the aggregate principal balance of the leases securitized and
the proceeds  received,  net of an allowance  for doubtful  receivables,  as the
securitization  retained  interest on the balance sheet.  At March 31, 1999, the
securitization  retained  interest of $14,946,000  was recorded at the Company's
estimate of its market value using a discounted cash flow approach.  It included
customer  holdbacks  of  $3,409,000  and was net of an  allowance  for  doubtful
receivables of $1,501,000.  Effective,  October 1, 1998, the Company  eliminated
gain-on-sale  treatment for securitized leases by modifying the structure of its
securitization  facility  such  that it is  considered  nonrecourse  debt  under
generally accepted accounting principles. Subsequent to eliminating gain-on-sale
treatment,  the Company recorded nonrecourse debt equal to the cash received. At
March  31,  1999  and   December  31,  1998,   $104,851,000   and   $44,676,000,
respectively,  was recorded as nonrecourse debt. The  weighted-average  interest
rate on the securitization  facility at March 31, 1999 and December 31, 1998 was
5.34% and 5.63%, respectively.

         The  Company   also   permanently   finances   leases  with   financial
institutions,  on either a nonrecourse or partial  recourse basis. In connection
with  these  financings,  the  Company  receives  a cash  payment  equal  to the
discounted  value of the future  rentals less, in certain  cases,  a holdback or
cash  reserve.  In the event of default by a lessee under a lease which has been
assigned to a lender  under  these  financings,  the lender has  recourse to the
lessee and to the  underlying  leased  equipment  but no recourse to the Company
except to the extent of the recourse  portion of the  financing,  including  any
holdback or cash reserve.  Proceeds from the financing of leases are recorded as
debt.

(8)   Earnings per Share

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

                                                    Three months ended March 31,
                                                    ----------------------------
                                                           1999          1998
                                                           ----          ----
                                              (in thousands, except share data)

Numerator for basic and diluted earnings
  per share - net earnings ................          $         425     $  1,256
                                                        ----------      -------

Denominator for basic earnings per share--
    Weighted average shares outstanding....              5,221,682    5,133,688

Effect of dilutive stock options...........                135,247      198,052
                                                           -------      -------
Denominator for diluted earnings per share.              5,356,929    5,331,740
                                                         ---------    ---------
Net earnings:
   Basic earnings per share ..............              $      .08    $     .24
                                                        ==========    =========
   Diluted earnings per share ............              $      .08    $     .24
                                                        ==========    =========

(9)      Comprehensive Income

     The components of comprehensive  income,  net of related tax, for the three
months ended March 31, 1999 and 1998 are as follows:

                                              Three months ended March 31
                                            ------------------------------
                                              1999              1998
                                            ----------       ----------
                                                    (In thousands)
Net earnings ............................      $425             $1,256

Other comprehensive income, net of tax:
   Unrealized loss on securities.........       (96)              (65)
   Foreign currency translation
     adjustment.........................         27                --
                                               ----             ------
Comprehensive income ....................      $356             $1,191
                                               ====             ======

     Accumulated  other  comprehensive  loss,  net of tax, at March 31, 1999 and
December  31, 1998  consists of  unrealized  gains  (losses)  on  securities  of
$(32,000) and $64,000 and accumulated foreign currency  translation  adjustments
of $(71,000) and $(98,000), respectively.

(10)     Segment Information

        The  Company  has  four  reportable  segments:  Select  Growth  Finance,
Portfolio Finance,  Rental and Distribution,  and Vendor Finance.  The following
table presents certain information by segment.
<TABLE>
<CAPTION>

                                               Select                      Rental
                                               Growth      Portfolio        and          Vendor
             (Dollars in thousands)            Finance      Finance     Distribution    Finance     Corporate  Consolidated
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>            <C>           <C>        <C>           <C>
Three months ended March  31, 1999
     Total revenues......................          $2,776       $5,397         $8,784       $2,485     $-            $19,442
     Depreciation and
       amortization expense..............             101          545          1,136          209      -              1,991
     Interest expense....................           1,093        1,882            322          784      -              4,081
     Earnings (loss) before income taxes.             237        1,904            156       (1,416)      (294)           587
     Total assets.......................           73,311      147,018         33,216       82,007      3,204        338,756
     Lease fundings.....................           $6,357      $63,093         $2,641      $24,005     $-            $96,096
                                            ---------------------------------------------------------------------------------

Three months ended March  31, 1998
     Total revenues.....................           $4,133       $2,015         $7,427         $630     $-            $14,205
     Depreciation and
       amortization expense.............               55          569            897          -        -              1,521
     Interest expense...................              708          640            239           83      -              1,670
     Earnings (loss) before income taxes            2,196         (234)           119          166       (201)         2,046
     Total assets.......................           51,154       44,562         23,569       26,611      8,161        154,084
     Lease fundings.....................           $8,054      $19,313         $1,404       $6,774     $-            $35,545
                                            ---------------------------------------------------------------------------------
</TABLE>
<PAGE>




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

Results of Operations

     Three Months ended March 31, 1999 Compared to Three Months ended March 31,
1998

     Sales of equipment increased to $6.9 million from $5.7 million and costs of
analytical  instruments  sold  increased to $5.5 million from $4.7 million.  Net
margins on sales of analytical  instruments increased to 20.3% from 17.8% due to
manufacturer  incentives  received on  equipment  sold during the  quarter.  Net
margins on sales of analytical  instruments during the remainder of the year are
expected to be at a lower level than that achieved during the first quarter.

     Direct finance lease income  increased to $5.8 million from $2.1 million as
a  result  of  a  substantially   higher  level  of  finance  lease  receivables
outstanding,  coming from acquisitions and from internal lease  originations,  a
greater  portion of which are retained on the Company's  balance sheet.  Average
finance lease receivables outstanding increased 155%.

     Interest income  increased to $0.8 million from $0.4 million  primarily due
to an increase in interest-bearing notes receivable held by the Company.

     Rental and  operating  lease  revenue  increased  to $2.7 million from $2.5
million  primarily due to  acquisitions  of portfolios of operating  leases made
during 1998.

     Servicing  fees and  other  income  increased  to $2.7  million  from  $0.5
million. Servicing fees and other income primarily consists of fees received for
servicing  securitized  leases,  fees received for  servicing  third party lease
portfolios,  interim rents received by Select Growth Finance, and late fees. The
increase  over the prior  year  period  primarily  relates  to $1.2  million  in
deferred  incentive  fees realized in connection  with  servicing of a portfolio
owned  by a third  party,  an  increase  in fees  received  in  connection  with
servicing  securitized  leases, and an increase in late fees collected by Vendor
Finance.

     During the first quarter of 1998, the Company  completed a  securitization,
realizing a gain on the sale of lease  receivables  of $0.7  million.  Effective
October 1, 1998, the Company eliminated  gain-on-sale  treatment for securitized
leases by modifying the structure of its securitization facility such that it is
considered  nonrecourse  debt under generally  accepted  accounting  principles.
Accordingly,  no gain on sale of securitized receivables was recorded during the
first quarter of 1999.

     Gains on equipment residual values of $0.2 million were consistent with the
comparable  period  in the  prior  year.  Gains  on  equipment  residual  values
fluctuate based on the maturity of leases.

     During  the  first  quarter  of  1999,  the  Company  sold  certain  equity
participation  rights,  realizing a gain of $0.2 million. For the same period of
1998, the value of equity participation rights held by the Company increased and
consequently the Company elected to sell a portion of these equity participation
rights, realizing a gain of $2.1 million.

     Selling,  general and administrative  expenses, net of initial direct costs
capitalized,  increased to $6.2 million from $3.7 million. The increase resulted
primarily from four  acquisitions  completed  since  February  1998,  senior and
middle management personnel added to support the Company's growth, and increased
activity  in the  Company's  other  business  segments.  The  number  of  people
employed,  including  employees  of  companies  acquired,  increased  76% to 176
between March 31, 1998 and March 31, 1999.

     Interest expense increased to $4.1 million from $1.7 million, due primarily
to increased lease  originations,  lease portfolios  acquired,  and retention of
more  leases on the  balance  sheet  following  discontinuance  of  gain-on-sale
accounting,  with the  resulting  increase in  borrowings.  Lease  originations,
including  portfolios of acquired  companies,  increased 90% over the prior year
period.

     Depreciation of equipment,  increased to $1.8 from $1.5 million,  which was
attributable to an increase in equipment held for operating leases.  The average
net book  value of  equipment  held for rental and  operating  leases  increased
approximately 30% over the prior year period.

     Goodwill amortization of $0.2 million increased from less than $0.1 million
for the same period in 1998 due to four  acquisitions  completed  since February
1998.

     The provision for credit losses increased to $1.1 million from $0.6 million
due  to  a  substantially   higher  volume  of  new  leases  originated.   Lease
originations,  excluding  portfolios of acquired companies,  increased 170% over
the prior year period.

     The Company's effective tax rate was 27.6% for the three month period ended
March  31,  1999  compared  to 38.6% in the same  period of 1998.  The  decrease
results from the  utilization of investment tax credits for which no benefit had
previously been recognized.

Liquidity and Capital Resources

      General

     The Company's  activities  are capital  intensive  and require  access to a
substantial  amount of credit to fund new  equipment  leases.  The  Company  has
financed its  operations to date  primarily  through cash flow from  operations,
borrowings under the senior credit facility,  the securitization  facility,  and
other  non-recourse  and  recourse  loans and  through  the sale of equity.  The
Company will  continue to require  access to large amounts of capital to acquire
equipment  for  lease  and  rental,  as well as to fund  its  Portfolio  Finance
activities.  The  Company  expects  that its  current  sources of  capital  will
continue to be available,  and anticipates  raising debt and/or equity financing
from  other  providers  during  1999 to  supplement  existing  capital  sources.
Additionally,  the Company expects to complete a rated securitization  exceeding
$200.0 million prior to the end of the second quarter.

      Cash Flow

     Cash flows from operating and financing  activities are generated primarily
from receipts on direct  finance  leases and rentals of analytical  instruments,
gross profit on the sale of  analytical  instruments,  realization  of equipment
residual  values,  the financing of new lease  originations and rental inventory
through  credit  facilities and  securitizations.  Cash flows from operating and
financing  activities  for the three  months  ended March 31, 1999 and 1998 were
$94.1 million and $41.6  million,  respectively.  The period to period  increase
results primarily from the increase in the volume of  securitizations  completed
in the first quarter of 1999,  additional  borrowings under the Company's credit
facilities, and payments received on direct finance leases.

      Credit Facilities

     The Company uses secured revolving credit and term loan facilities provided
by a syndicate of banks to fund the  acquisition  and  origination of leases and
the purchase of analytical instruments.  As of March 31, 1999, the Company had a
maximum of $155 million  available  for  borrowing  under this facility of which
$104.9 million was  outstanding.  The facility matures October 31, 1999 at which
time the  remaining  balance of the  facility  may be  converted  to a term loan
maturing  October 31, 2002. The Company  typically  seeks to renew this facility
prior to maturity.

      Securitization Facility

     In 1997, the Company entered into a  Securitization  Facility in an initial
amount of $60 million. The facility was increased to $100 million, $150 million,
and $225  million  during  the  second,  third,  and  fourth  quarters  of 1998,
respectively. At March 31, 1999, $216.1 million of the facility was utilized. In
May 1999, the facility was increased to $300 million and expanded to include new
participants.   The  terms  of  the  facility  permit  the   securitization   of
substantially all of the leases originated in the Company's  Portfolio  Finance,
Vendor Finance,  and Rental and Distribution  activities as well as the majority
of the leases originated in the Company's Select Growth Finance activities.

Year 2000 Compliance

         Year 2000  compliance  refers to the ability of computer  hardware  and
software to respond to the  problems  posed by the fact that  computer  programs
have  traditionally been written using two digits rather than four to define the
applicable year. As a consequence, unless modified, computer systems will not be
able to  differentiate  between the year 2000 and 1900.  Failure to address this
problem could result in system  failures and the  generation of erroneous  data.
The Company's lease tracking information  technology systems have been certified
or contractually  guaranteed to be year 2000 compliant by the software  vendors.
The Company's  financial and accounts  payable  information  systems and several
other  systems,  including  voice  mail  and  phone  systems,  which  use  dates
electronically were or became year 2000 complaint during the first quarter.  The
Company  plans to  complete  comprehensive,  full  system  testing in the second
quarter of 1999. The Company  continues to make  inquiries of significant  third
parties,  with which the Company conducts business, to determine their year 2000
readiness.  Based on responses to date,  the Company  believes  that these third
parties,   including   parties  to  the  Company's  credit  facilities  and  its
significant Portfolio Finance customers, are year 2000 compliant or will be year
2000 compliant by the end of the third quarter.

         To date, year 2000 costs have been immaterial and the Company  believes
that  future  costs will not have a  material  adverse  effect on the  Company's
results of operations or financial condition. However, there can be no assurance
of unforeseen  problems in its own computer systems or computer systems of third
parties with which the Company conducts  business.  Such problems,  depending on
the extent and nature,  could  materially  and  adversely  affect the  Company's
operations  and financial  condition.  Based on its  assessment of the year 2000
issue to date,  the Company has not  developed  a  contingency  plan for its own
systems.   However,   as  part  of  the  Company's  routine  back  up  servicing
capabilities,  the Company has a  contingency  plan for system  failures for its
significant  Portfolio Finance customers.  The Company believes it could provide
servicing of the lease portfolios  purchased by the Company from its significant
Portfolio  Finance  customers on its own lease tracking systems if their systems
fail to meet the requirements of year 2000. Additionally,  the Company continues
to  assess  the  impact  of year 2000  issues  on its own  systems  and those of
significant  third  parties  with which the Company  conducts  business and will
create additional contingency plans if considered warranted.

Recently Issued Accounting Pronouncements

     Statement  of  Financial  Accounting  Standards  No. 133,  "Accounting  for
Derivative  Instruments  and  Hedging  Activities"  establishes  accounting  and
reporting standards for derivative  instruments and requires  recognition of all
derivatives as assets or liabilities in the statement of financial  position and
measurement of those  instruments at fair value.  The statement is effective for
fiscal years  beginning after June 15, 1999. The Company will adopt the standard
no  later  than  the  first  quarter  of  year  2000  and is in the  process  of
determining  the impact that  adoption  will have on it  consolidated  financial
statements.

Note on Forward Looking Information

     Certain  statements  in this Form  10-Q and in the  future  filings  by the
Company with the Securities and Exchange Commission and in the Company's written
and oral  statements  made by or with the  approval of an  authorized  executive
officer  constitute  "forward looking  statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, and the Company intends that such forward-looking statements be subject
to the safe harbors created thereby. The words and phrases "expects", "intends",
"believe",  "will  seek",  and "will  realize" and similar  expressions  as they
relate  to  the  Company  or  its  management  are  intended  to  identify  such
forward-looking   statements.   These  forward-looking  statements  reflect  the
Company's current view with respect to future events and financial  performance,
but are  subject to many  uncertainties  and factors  relating to the  Company's
operations  and business  environment  which may cause the actual results of the
Company to be materially  different from any future results expressed or implied
by such forward-looking statements. Examples of such uncertainties, include, but
are not limited to, the volume of new leases originated, the backlog of unfunded
leases and the  adequacy  of  financial  resources.  The Company  undertakes  no
obligation to publicly update or revise any  forward-looking  statements whether
as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 .........There have been no material changes from the 1998 Annual Report on Form
10-K related to the Company's exposure to market risk from interest rates except
for the  termination  value of the  interest  rate  swap and  interest  rate cap
agreements  related to the Company's  securitization  facility.  At December 31,
1998, termination of the $153.8 million interest rate swap and interest rate cap
agreements would have resulted in a charge to earnings of $1.1 million. At March
31, 1999, termination of the $258.3 million interest rate swap and interest rate
cap agreements would have resulted in a charge to earnings of $0.4 million.


PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

      Exhibits

      Exhibit
      Number   Document Description


       27.1    Financial Data Schedule

      Reports on Form 8-K

         The  Company  did not file any  reports on Form 8-K during the  quarter
ended March 31, 1999.

                                   SIGNATURES


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

                                           LINC CAPITAL, INC.
Dated: May 14, 1999

                                         By:        /s/ Allen P. Palles
                                                    -------------------
                                            Allen P. Palles
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal  Financial Officer)

                                         By:        /s/ Mark A. Arvin
                                                    -------------------
                                            Mark A. Arvin
                                            Senior Vice President, Finance
                                            (Principal Accounting Officer)