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 JUNE 30, 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 Identification No.)
incorporation or organization)

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



<PAGE>



                               LINC CAPITAL, INC.

                                TABLE OF CONTENTS



PART I.
                           FINANCIAL INFORMATION                            PAGE

Item 1.  Financial Statements:
         Consolidated Balance Sheets -
               June 30, 1999 (unaudited) and December 31, 1998.................3
          Consolidated Statements  of Earnings  -
               Three and six months ended June 30, 1999 and 1998 (unaudited)...4
          Consolidated Statements of Cash Flows -
               Three and six months ended June 30, 1999 and 1998 (unaudited)...5
          Notes to Consolidated Financial  Statements (unaudited)..............7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..................................14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........19



PART II.
                               OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders...................19

Item 6. Exhibits and Reports on Form 8-K......................................20

SIGNATURES....................................................................20



<PAGE>

PART I - FINANCIAL INFORMATION

                       LINC CAPITAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)







                                                          JUNE 30,  DECEMBER 31,
                                                           1999        1998
ASSETS                                                  (UNAUDITED)  (AUDITED)
                                                        ------------------------

Net investment in direct finance leases and loans........  $317,736     $164,770
Equipment held for rental and operating leases, net......    31,147       30,659
Accounts receivable......................................     9,913        7,593
Securitization retained interest.........................    12,697       17,026
Other assets.............................................    20,701       16,670
Goodwill.................................................    13,679       10,738
Cash and cash equivalents................................     ---          1,428
                                                           ---------   ---------
                                        Total assets        $405,873    $248,884
                                                            ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Senior credit facility and other senior notes payable....  $104,201      $96,646
Recourse debt............................................     6,191        8,017
Nonrecourse debt.........................................   213,331       68,616
Accounts payable.........................................    12,717        7,443
Accrued expenses.........................................     8,679        8,775
Customer holdbacks.......................................     8,910       10,328
Subordinated debentures..................................     5,869        5,694
Deferred income taxes....................................     2,580        1,924
                                                           ---------   ---------
                                   Total Liabilities       $362,478     $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...........      (33)        (124)
Stock note receivable....................................     (182)        (182)
Treasury stock, at cost; 65,903 shares...................     (287)        (287)
Accumulated other comprehensive income (loss)............       498         (34)
Retained earnings........................................    13,542       12,496
                                                           ---------   ---------
                            Total stockholders' equity      $43,395      $41,441
                                                           ---------   ---------
            Total liabilities and stockholders' equity     $405,873     $248,884
                                                           ========     ========




          See accompanying notes to consolidated financial statements.
<PAGE>




                       LINC CAPITAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)



                                            THREE MONTHS ENDED  SIX MONTHS ENDED
                                                 JUNE 30,            JUNE 30,
                                              1999      1998      1999      1998
                                             -----------------   ---------------
REVENUES:
   Sales of equipment ...................  $ 9,110   $ 9,080   $16,009   $14,800
   Direct finance lease income ..........    7,095     3,160    12,933     5,268
   Interest income ......................      819       378     1,638       804
   Rental and operating lease revenue ...    2,678     2,258     5,377     4,714
   Servicing fees and other income ......    1,317       632     3,948     1,115
   Gain on sale of lease receivables ....      284     2,891       355     3,588
   Gain on equipment residual values ....      312       540       563       787
   Gain on equity participation rights ..    1,004       610     1,238     2,678
                                           -------   -------   -------   -------
                         Total revenues     22,619    19,549    42,061    33,754
                                           -------   -------   -------   -------

EXPENSES:
   Cost of equipment sold ...............  $ 7,569   $ 7,397   $13,067   $12,097
   Selling, general and administrative...    5,362     4,123    11,561     7,788
   Interest .............................    5,036     2,366     9,117     4,036
   Depreciation of equipment under rental
     agreements and operating leases.....    1,770     1,397     3,553     2,902
   Goodwill amortization ................      215        51       423        67
   Provision for credit losses ..........    1,802     1,724     2,888     2,327
                                           -------   -------   -------   -------
                         Total expenses     21,754    17,058    40,609    29,217
                                           -------   -------   -------   -------

Earnings before income taxes ............      865     2,491     1,452     4,537
Income tax expense ......................      244       985       406     1,775
                                           -------   -------   -------   -------
Net earnings ............................  $   621   $ 1,506   $ 1,046   $ 2,762
                                           =======   =======   =======   =======

Net earnings per common share:
   Basic ................................  $   .12   $   .29   $   .20   $   .54
   Diluted ..............................  $   .12   $   .28   $   .19   $   .52


          See accompanying notes to consolidated financial statements.



<PAGE>


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



                                            THREE MONTHS ENDED  SIX MONTHS ENDED
                                                JUNE 30,             JUNE 30,
                                            1999       1998      1999       1998
                                           -----------------    ----------------
Cash flows from operating activities:
   Net earnings..........................     $621     $1,506    $1,046  $2,762
      Adjustments to reconcile net
      earnings to net cash provided by
      operations:
         Depreciation and amortization...    2,223      1,569    4,475    3,164
         Direct finance lease income.....   (7,095)    (3,160) (12,933)  (5,268)
         Payments on direct finance
          leases.........................   37,364     21,083   58,406   28,236
         Deferred income taxes...........      550        474      712    1,021
         Provision for credit losses.....    1,802      1,724    2,888    2,327
         Gain on sale of lease receivables    (284)    (2,891)    (355)  (3,588)
         Gain on equity participation
          rights.........................   (1,004)      (610)  (1,238)  (2,678)
         Amortization of discount........       89         75      175      148
         Deferred compensation...........        7      - - -      (19)      25

  Changes in assets and liabilities:
     Increase in receivables.............     (997)    (1,303)  (2,246)  (1,638)
     Increase in other assets............   (3,563)    (3,528)  (4,226)  (6,387)
     Increase in accounts payable........    1,537        109    5,226    1,662
     Decrease (increase) in accrued
      expenses...........................      829        576     (152)     546
     Decrease (increase) in customer
      holdbacks..........................     (268)     5,698   (1,418)   5,686
                                            -------   -------  -------  -------
  Cash provided by operating activities..   31,811     21,322   50,341   26,018
                                            -------   -------  -------  -------
  Cash flows from investing activities:
     Cost of equipment acquired for
      lease and rental................... (100,639)  (80,846) (197,604)(115,031)
     Cash used in acquisitions, net of
      cash acquired......................    - - -   (36,481)   (1,497) (39,180)
     Funding of securitization retained
      interest...........................    - - -   (12,135)    - - -  (14,312)
     Receipts on securitization retained
      interest...........................    2,507     1,598     4,895    1,917
     Fixed assets purchased..............     (205)     (291)     (679)    (468)
     Proceeds from sale of investments...    - - -       610       234    2,678
                                           -------- --------- -------- ---------
          Net cash used in investing
           activities....................  (98,337) (127,545) (194,651)(164,396)
                                           -------- --------  -------- --------



           See accompanying notes to consolidated financial statements



<PAGE>



                       LINC CAPITAL, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - (CONTINUED)
                             (DOLLARS IN THOUSANDS)



                                           THREE MONTHS ENDED  SIX MONTHS ENDED
                                                JUNE 30,           JUNE 30,
                                            1999      1998     1999      1998
                                            ----------------  -----------------
Cash flows from financing activities:
   Net increase (decrease) in notes
     payable............................   (4,378)  25,350     7,555    49,650
   Proceeds from recourse and
     nonrecourse debt...................   92,435    3,477   178,535     4,697
   Repayments of recourse and
     nonrecouse debt....................  (24,906)  (5,114)  (47,800)  (12,477)
   Proceeds from sales of lease
     receivables........................    3,257   83,635     4,197   102,062
   Proceeds from stock notes
     receivable.........................    - - -    - - -     - - -       329
   Sale of stock........................    - - -    - - -       395     - - -
                                          -------  -------   -------   -------
Net cash provided by financing
   activities...........................   66,408  107,348   142,882   144,261
                                          -------  -------   -------   -------
Net increase (decrease) in cash.........    (118)    1,125    (1,428)    5,883
Cash at beginning of period.............     118     4,758     1,428     - - -
                                          -------  -------   -------   -------
Cash at end of period...................   $- - -   $5,883    $- - -    $5,883
                                           ======  =======   =======    ======

Supplemental disclosures of cash flow
   information:
      Interest paid.....................    $2,620  $2,354    $5,326   $3,738
      Income taxes paid.................      $282    $167      $569     $848



          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
     originations of leases through programs established with 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 and six-month
     periods ended June 30, 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.



<PAGE>



                       LINC CAPITAL, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)


(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 the
     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:

                                                 JUNE 30,         DECEMBER 31,
                                                   1999              1998
                                                ------------------------------
                                                         (In thousands)

Lease and loan contracts receivable
   in installments............................   $370,064          $191,278
Estimated residual value of leased
   equipment .................................      9,724             8,326
Initial direct costs..........................      2,622             2,447
Unearned lease income.........................   (60,032)          (34,294)
Broker fees...................................      1,654               804
Allowance for doubtful receivables............    (6,296)           (3,791)
                                                  -------           -------
Net investment................................   $317,736          $164,770
                                                 ========          ========



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

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

                                                 JUNE 30,           DECEMBER 31,
                                                  1999                  1998
                                                --------------------------------
                                                         (In thousands)

Equipment under operating leases..............    $11,594            $13,905
Equipment under rental agreements.............     19,553             16,754
                                                   ------             ------
Net book value................................    $31,147            $30,659
                                                  =======            =======

     The  book  values  presented  in the  above  table  are net of  accumulated
depreciation  of  $11,101,000  and  $8,058,000 at June 30, 1999 and December 31,
1998, respectively.  Equipment under rental agreements is comprised primarily of
analytical instruments.



<PAGE>



                  LINC CAPITAL, INC. AND SUBSIDIARIES NOTES TO
          CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

(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  for the  periods
          indicated as a percentage of the Company's remaining net investment in
          direct  finance leases and loans.  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.

                                                    JUNE 30,        DECEMBER 31,
                                                     1999              1998
                                                  -------------    -------------
                                                      (Dollars in thousands)
Select Growth Finance:
           Gross Receivable Balance                 $87,592          $75,882
           31 -  60 days past due                     3.13%            3.07%
           61 -  90 days past due                     0.82%            0.07%
           Over 90 days past due                      2.91%            1.52%
Portfolio Finance:
           Gross Receivable Balance                $239,548         $175,885
           31 -  60 days past due                     2.62%            2.13%
           61 -  90 days past due                     1.50%            1.27%
           Over 90 days past due                      0.33%            0.20%
Rental and Distribution:
           Gross Receivable Balance                  $9,581          $10,064
           31 -  60 days past due                     1.64%            8.88%
           61 -  90 days past due                      - -              - -
           Over 90 days past due                       - -              - -
Vendor Finance:
           Gross Receivable Balance                $154,679          $92,478
           31 -  60 days past due                     3.07%            3.37%
           61 -  90 days past due                     0.94%            0.61%
           Over 90 days past due                      1.60%            1.16%
Totals:
           Gross Receivable Balance                $491,400         $354,309
           31 -  60 days past due                     2.83%            2.85%
           61 -  90 days past due                     1.17%            0.81%
           Over 90 days past due                      1.18%            0.73%
Average net investment in leases and
           loans owned and managed                 $364,631         $242,757

Net charge-offs                                       1,492            3,116
Annualized net charge-off percentage                  0.82%            1.28%

Allowance for doubtful receivables included in:
     Net investment in direct finance leases
        and loans                                    $6,250           $3,791
     Securitization retained interest                 1,243            1,808

Holdback reserves on portfolios acquired              3,932            6,104
                                                      -----            -----
Total allowance and holdbacks                       $11,425          $11,703
                                                    =======          =======



<PAGE>



                      LINC CAPITAL, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNUDITED) - (CONTINUED)


(6) Loss Experience Reserves (continued)

     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 June 30, 1999 and
December  31,  1998  the  aggregate  amount  of  recourse  was  $18,899,000  and
$10,407,000, in support of gross remaining receivables totaling $188,547,000 and
$117,399,000, respectively.

(7) Debt

     Notes Payable

     Notes Payable to banks and others were as follows:

                                                  JUNE 30,       DECEMBER 31,
                                                   1999              1998
                                                -----------     -------------
                                                         (In thousands)

      Senior credit facility..............        $101,200          $91,700
      Other...............................           3,001            4,946
                                                  --------          -------
                         Total............        $104,201          $96,646
                                                  ========          =======


     At June 30, 1999 and December 31, 1998,  the Company had available a senior
credit  facility  in the  amount  of  $155,000,000  of which  $101,200,000,  and
$91,700,000 was outstanding at June 30, 1999 and December 31, 1998 respectively.
The  weighted-average  interest rate on the senior  credit  facility at June 30,
1999 and December 31, 1998 was 6.95% 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 June 30,
1999, $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.



<PAGE>



                       LINC CAPITAL, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)


     Recourse and Nonrecourse Debt

     At June 30, 1999, the Company had a securitization  facility  providing for
funding up to $289,000,000.  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 from 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 six months ended June 30, 1999 and 1998, the Company securitized
leases with a net book value of $160,332,000  and $94,212,00,  net of allowances
for doubtful  receivables  and customer  holdbacks of $3,776,000 and $3,528,000,
respectively.  During the first half 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 proceeds
received,  net of an allowance for doubtful  receivables,  as the securitization
retained  interest on the balance sheet.  At June 30, 1999,  the  securitization
retained  interest of $12,697,000 was recorded at the Company's  estimate of its
market  value  using a  discounted  cash flow  approach.  It  included  customer
holdbacks of $2,900,000 and was net of an allowance for doubtful  receivables of
$1,243,000.  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
June 30, 1999 and December 31, 1998, $176,387,000 and $44,676,000, respectively,
was recorded as  nonrecourse  debt.  The  weighted-average  interest rate on the
securitization  facility  at June 30, 1999 and  December  31, 1998 was 5.58% 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.



<PAGE>



                       LINC CAPITAL, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)



(8) Earnings per Share


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

                                            THREE MONTHS ENDED  SIX MONTHS ENDED
                                                  JUNE 30,           JUNE 30,
                                               1999     1998       1999     1998
                                         ---------------------------------------
                                             (In thousands, except share data)
Numerator for basic and diluted
 earnings per share - net earnings......      $621    $1,506    $1,046    $2,762
                                         --------- --------- --------- ---------
Denominator for basic earnings per share
- weighted average shares outstanding... 5,265,050 5,183,688 5,243,486 5,158,826

Effect of dilutive stock options........   120,872   203,387   128,003   201,389

Denominator for diluted earnings per     --------- --------- --------- ---------
share................................... 5,385,922 5,387,075 5,371,489 5,360,215
                                         --------- --------- --------- ---------
Net earnings
     Basic earnings per share............    $.12      $.29      $.20      $.54
                                             ====      ====      ====      ====
     Diluted earnings per share..........    $.12      $.28      $.19      $.52
                                             ====      ====      ====      ====


(9) Comprehensive Income

     The  components of  comprehensive  income,  net of related tax, for the six
months ended June 30, 1999 and 1998 are as follows:
                                                          SIX MONTHS ENDED
                                                              JUNE 30,
                                                       1999             1998
                                                      --------------------------
                                                           (In thousands)

Net earnings................................          $1,046           $2,762

Other comprehensive income, net of tax:
   Unrealized gain (loss) on securities.....             401            (264)
   Foreign currency translation adjustment..             131            - - -
                                                     -------          -------
   Comprehensive income.....................          $1,578           $2,498
                                                     =======          =======



     Accumulated other comprehensive income (loss), net of tax, at June 30, 1999
and December 31, 1998 consists of unrealized gains on securities of $465,000 and
$64,000 and accumulated foreign currency translation  adjustments of $33,000 and
$(98,000), respectively.



<PAGE>



                       LINC CAPITAL, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)


(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.

                            Select             Rental
                            Growth  Portfolio  and Dis-  Vendor   Corp-  Consol-
(Dollars in thousands)      Finance  Finance  tribution  Finance  orate  idated
--------------------------------------------------------------------------------
Three months ended
 June 30, 1999
   Total revenues.........   $3,714   $4,477  $10,981   $3,447   $ -     $22,619
   Depreciation and
    amortization expense...      96      534    1,139      216     -       1,985
   Interest expense........   1,372    2,377      371      916     -       5,036
   Earnings (loss) before
    income taxes...........     308      375      361       35   (214)       865
   Total assets............  78,434  174,163   34,498  115,907   2,871   405,873
   Lease fundings.......... $13,421  $36,275   $2,133  $46,296    $ -    $98,125
--------------------------------------------------------------------------------
Three months ended
 June 30, 1998
   Total revenues..........  $2,471   $3,398  $10,939   $2,741    $ -    $19,549
   Depreciation and
    amortization expense...      40      388      980       40      -      1,448
   Interest expense........     716      626      178      846      -      2,366
   Earnings (loss) before
    income taxes...........     216    1,144      712      637   (218)     2,491
   Total assets............  61,278   42,350   27,551   46,670   9,594   187,443
   Lease fundings.......... $17,678  $44,729   $2,114   $7,815    $ -    $72,336
--------------------------------------------------------------------------------
Six months ended
 June 30, 1999
   Total revenues..........   $6,490   $9,874  $19,765   $5,932   $ -    $42,061
   Depreciation and
    amortization expense...      197    1,079    2,287      413     -      3,976
   Interest expense........    2,465    4,259      693    1,700     -      9,117
   Earnings (loss) before
    income taxes..               545    2,279      517   (1,381)  (508)    1,452
   Total assets............   78,434  174,163   34,498   115,907  2,871  405,873
   Lease fundings..........  $19,778  $99,368   $4,774   $70,301  $ -   $194,221
--------------------------------------------------------------------------------
Six months ended
 June 30, 1998
   Total revenues...........  $6,604   $5,413  $18,366   $3,371  $ -     $33,754
   Depreciation and
    amortization expense....      95      957    1,877       40    -       2,969
   Interest expense.........   1,424    1,266      417      929    -       4,036
   Earnings (loss) before
    income taxes............   2,412      910      831      803  (419)     4,537
   Total assets.............  61,278   42,350   27,551   46,670  9,594   187,443
   Lease fundings........... $25,732  $64,042   $3,518  $14,589  $ -    $107,881
--------------------------------------------------------------------------------




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

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

     Sales  of  equipment  were  $9.1  million  in each  period,  while  cost of
equipment sold increased to $7.6 million from $7.4 million. Net margins on sales
of  analytical  instruments  decreased  to 16.9% from  18.5% due to lower  gross
margins on sale type leases  originated in the Company's Rental and Distribution
activities and a greater portion of sales of new rather than used equipment.

     Direct finance lease income  increased to $7.1 million from $3.2 million as
a  result  of  a  substantially   higher  level  of  finance  lease  receivables
outstanding,   arising  from  acquired   companies   and  from  internal   lease
originations,  a greater portion of which are retained on the Company's  balance
sheet. Average finance lease receivables outstanding increased 176%.

     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 $2.3
million  primarily due to  acquisitions  of portfolios of operating  leases made
during 1998.

     Servicing  fees and  other  income  increased  to $1.3  million  from  $0.6
million. Servicing fees and other income primarily consists of fees received for
servicing  securtized  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 an increase in fees
received in connection with servicing securitized leases and an increase in late
fees collected by the Company's Vendor Finance business unit.

     Gain of the sale of lease  receivables  decreased to $0.3 million from $2.9
million due to the elimination of gain-on-sale treatment for securitized leases,
partially  offset by gains realized on the direct sales of lease  receivables to
third parties.  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 second quarter of 1999.

     Gains on  equipment  residual  values  decreased  to $0.3 million from $0.5
million.  Gains on equipment  residual values fluctuate based on the maturity of
leases.

     During the second  quarter of 1999,  in  connection  with its Select Growth
leasing   activities,   the  Company   recognized  a  gain  on  certain   equity
participation rights of $1.0 million, compared to a gain of $0.6 million for the
same period of 1998.

     Selling,  general and administrative  expenses, net of initial direct costs
capitalized,  increased to $5.4 million from $4.1 million. The increase resulted
primarily from four acquisitions  completed since February 1998 in the Company's
Vendor Finance business unit,  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  47% to 184  between  June 30, 1998 and June 30,
1999.

     Interest expense increased to $5.0 million from $2.4 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.  Average  finance lease
receivables outstanding increased 176%.

     Depreciation  of  equipment  increased  to $1.8 million from $1.4  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 25% 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 $1.8 million from $1.7 million
due to a higher volume of new leases originated, partially offset by a change in
the  mix of  leases  originated  between  periods.  Lease  originations  for the
Company's  Select Growth  Finance  activities,  which have a higher average loss
expectancy than the Company's other leasing segments,  were 14% and 24% of total
lease originations, excluding portfolios of acquired companies, for the quarters
ended June 30, 1999 and 1998, respectively. Total lease originations,  excluding
portfolios  of acquired  companies,  increased  36% over the prior year  period.
During both periods,  the Company  recorded  additional  provisions based on the
re-evaluation of reserves.

     The Company's effective tax rate was 28.2% for the three month period ended
June 30, 1999 compared to 39.5% in the same period of 1998. The decrease results
from the  utilization  of  investment  tax  credits  for  which no  benefit  has
previously been recognized.


SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

     Sales of equipment  increased to $16.0  million from $14.8 million and cost
of equipment sold increased to $13.1 million from $12.1 million.  Net margins on
sales  of  analytical   instruments   increased  to  18.4%  from  18.3%  due  to
manufacturer  incentives  received on equipment  sold during the first  quarter,
partially  offset by lower gross  margins on sale type leases  originated in the
Company's Rental and  Distribution  activities and a greater portion of sales of
new rather than used equipment.

     Direct finance lease income increased to $12.9 million from $5.3 million as
a  result  of  a  substantially   higher  level  of  finance  lease  receivables
outstanding,   arising  from  acquired   companies   and  from  internal   lease
originations,  a greater portion of which are retained on the Company's  balance
sheet. Average finance lease receivables outstanding increased 184%.

     Interest income  increased to $1.6 million from $0.8 million  primarily due
to an increase in interest-bearing notes receivable held by the Company.

     Rental and  operating  lease  revenue  increased  to $5.4 million from $4.7
million  primarily due to  acquisitions  of portfolios of operating  leases made
during 1998.

     Servicing  fees and  other  income  increased  to $3.9  million  from  $1.1
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 the
Company's Vendor Finance business unit.

     Gain of the sale of lease  receivables  decreased to $0.4 million from $3.6
million due to the elimination of gain-on-sale treatment for securitized leases,
partially  offset by gains realized on the direct sales of lease  receivables to
third parties.  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 half of 1999.

     Gains on  equipment  residual  values  decreased  to $0.6 million from $0.8
million.  Gains on equipment  residual values fluctuate based on the maturity of
leases.

     During  the  first  half of 1999,  the  Company  recognized  a gain of $1.2
million on certain equity participation rights. 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 $11.6 million from $7.8 million. The increase resulted
primarily from four acquisitions  completed since February 1998 in the Company's
Vendor Finance business unit,  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  47% to 184  between  June 30, 1998 and June 30,
1999.

     Interest expense increased to $9.1 million from $4.0 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.  Average  finance lease
receivables outstanding increased 184%.

     Depreciation  of equipment  increased  to $3.6  million from $2.9  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 32% over the prior year period.

     Goodwill amortization of $0.4 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 $2.9 million from $2.3 million
due to a higher volume of new leases originated, partially offset by a change in
the  mix of  leases  originated  between  periods.  Lease  originations  for the
Company's  Select Growth  Finance  activities,  which have a higher average loss
expectancy than the Company's other leasing segments,  were 10% and 24% of total
lease  originations,  excluding  portfolios of acquired  companies,  for the six
months  ended June 30, 1999 and 1998,  respectively.  Total lease  originations,
excluding  portfolios of acquired  companies,  increased 80% over the prior year
period. During both periods, the Company recorded additional provisions based on
the re-evaluation of reserves.

     The  Company's  effective tax rate was 28.0% for the six month period ended
June 30, 1999 compared to 39.1% in the same period of 1998. The decrease results
from the  utilization  of  investment  tax  credits  for  which no  benefit  has
previously been recognized.



<PAGE>



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  nonrecourse  and recourse  loans and through the sale of equity.  In July
1999, the Company completed a term  securitization of $237 million.  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.

     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 six months ended June 30, 1999 and 1998 were $193.2
million and $170.3 million,  respectively. The period to period increase results
primarily  from the increase in the volume of  securitizations  completed in the
first half 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 June 30, 1999, the Company had a
maximum of $155 million  available  for  borrowing  under this facility of which
$101.2  million was  outstanding.  The  facility  matures on 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 FACILITIES

     The Company has a securitization facility in an amount of $289 million. The
facility  was   increased   from  $225  million  and  expanded  to  include  new
participants  in May 1999. At June 30, 1999,  $271.5 million of the facility was
utilized.  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.

     In July 1999, the Company completed a term  securitization of $237 million.
In connection with this transaction,  $199 million of A-1 Certificates rated AAA
by Standard and Poor's and Fitch IBCA, Inc. and Aaa by Moody's Investor Service,
Inc.,  $9 million of B-1  Certificates  rated BBB by Fitch IBCA,  Inc.,  and $12
million of B-2  Certificates  rated BB by Fitch IBCA,  Inc.,  were issued in the
private market. The C Certificate of $17 million was retained by the Company.



<PAGE>



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  are year 2000  compliant.  The Company  substantially  completed
comprehensive, full system testing during the second quarter of 1999 and intends
to finish full system testing during the third quarter. 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
operation  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.

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  forwarding-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  forwarding-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 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 June
30, 1999, termination of the $302.1 million interest rate swap and interest rate
cap agreements would have resulted in a credit to earnings of $1.3 million.

                           PART II - OTHER INFORMATION

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

     a) The Annual Meeting of Shareholders was held on May 26, 1999.

     b) As set forth in the Company's  Notice of Annual Meeting of  Shareholders
     and Proxy  Statement  dated  April 28,  1999 as Item 1, six of the  current
     directors  of the Company  were  elected to the Board of  Directors  of the
     Company until the Annual  Meeting of  Shareholders  in 2000.  The directors
     were: Martin E. Zimmerman,  Robert E. Laing,  Allen P. Palles,  Terrence J.
     Quinn,  Curtis S. Lane,  and Stanley  Green.  There were  4,461,381  common
     shares voted for Martin E.  Zimmerman as a director,  19,200  common shares
     withheld,  and 784,419 common shares not voted. There were 4,463,381 common
     shares voted for Robert E. Laing,  Allen P. Palles,  Terrence J. Quinn, and
     Curtis S. Lane as directors,  17,200 common  shares  withheld,  and 784,419
     common  shares not voted.  There were  4,463,181  common  shares  voted for
     Stanley Green as a director,  17,400 common  shares  withheld,  and 784,419
     common shares not voted.

     c) As set forth in the Company's  Notice of Annual Meeting of  Shareholders
     and Proxy  Statement  dated April 28, 1999,  as Item 2, an amendment to the
     Company's  1997 Stock  Incentive  Plan to increase  the number of shares of
     common stock with  respect to which  options may be granted and to increase
     the number of options which may be granted to any one person during any one
     year period was approved. There were 2,612,711 common shares voted for this
     amendment,  955,200 common shares voted  against,  2,200  abstentions,  and
     1,694,889 common shares not voted.

     d) As set forth in the Company's  Notice of Annual Meeting of  Shareholders
     and Proxy  Statement  dated April 28, 1999,  as Item 3, an amendment to the
     Company's Non-Employee Director Stock Option Plan to increase the number of
     shares of common  stock with  respect to which  options  may be granted was
     approved.  There were  3,462,961  common  shares voted for this  amendment,
     104,950  common  shares voted  against,  2,200  abstentions,  and 1,694,889
     common shares not voted.

     e) As set forth in the Company's  Notice of Annual Meeting of  Shareholders
     and Proxy Statement dated April 28, 1999, as Item 4, KPMG LLP,  independent
     certified  public  accountants,  as  auditors,  was  approved  to audit the
     financial  statements  for the year ending  December 31,  1999.  There were
     4,480,381  common shares voted for this  amendment,  200  abstentions,  and
     784,419 common shares not voted.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          EXHIBITS

     Exhibit Number      Document Description
     --------------      --------------------

          10.5(a)        Amendment  No. 1 to the  Non-Employee  Director  Option
                         Plan  (incorporated   by   reference  to   Exhibit  A-2
                         filed  with  the Company's Proxy Statement  dated April
                         28, 1999)

          10.8(a)        Amendment  No.  1  to  the  1997  Stock  Incentive Plan
                         (incorporated  by  reference to  Exhibit A-1 filed with
                         the  Company's  Proxy Statement dated April 28, 1999)

          10.13          Receivables  Purchase  Agreement,  among  the  Company,
                         LINC  Receivables  1999 Corporation, Blue Keel Funding,
                         LLC, and Fleet Bank, N.A., as agent

          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 June 30, 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: August 12,1999

                                           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)