<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT 
     OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                                       OR

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

       FOR THE TRANSITION PERIOD FROM ________________ TO ________________

                             COMMISSION FILE NUMBER:
                                     0-25834

                              --------------------
                                   EASCO, INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                               94-3157362
   (State of other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                   identification no.)

                      706 SOUTH STATE STREET, GIRARD, OHIO
                     (Address of principal executive office)

                                      44420
                                   (Zip Code)

                                 (330) 545-4311
              (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
                                             ---   ---

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

                CLASS                         OUTSTANDING AT AUGUST 10, 1998
                -----                         ------------------------------
     Common Stock, $0.01 Par Value                      10,475,339


<PAGE>   2




                                      INDEX


<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----

<S>                                                                                                  <C>
PART I.  FINANCIAL INFORMATION

Item 1 - Financial Statements

   Condensed Consolidated Balance Sheets as of June 30, 1998 and December 31, 1997 ..................3

   Condensed Consolidated Statements of Operations for the three and six months ended
      June 30, 1998 and June 30,1997.................................................................4

   Condensed Consolidated Statements of Cash Flows for the six months ended
      June 30, 1998 and June 30, 1997................................................................5

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

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
   Operations........................................................................................8

PART II.  OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.........................................13

Item 5. Other Information...........................................................................13

Item 6. Exhibits and Reports on Form 8-K............................................................13

Signature...........................................................................................14
</TABLE>



                                       2
<PAGE>   3


PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                          EASCO, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                           JUNE 30,          DECEMBER 31,
                                                                             1998                 1997
                                                                       -----------------    ---------------
                                                                          (Unaudited)
<S>                                                                        <C>                 <C>      
ASSETS
 Current assets:
         Cash and equivalents                                              $  18,876           $   8,470
         Receivables, net                                                     41,779              41,881
         Inventories                                                          28,024              40,059
         Other current assets                                                  3,627               4,061
                                                                           ---------           ---------
                     Total current assets                                     92,306              94,471
                                                                           ---------           ---------

 Property, plant and equipment, net                                           80,370              81,875
 Goodwill, net                                                                52,482              53,238
 Other assets                                                                  6,284               6,680
                                                                           =========           =========
                     Total assets                                          $ 231,442           $ 236,264
                                                                           =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
         Accounts payable                                                  $  20,254           $  29,363
         Accrued insurance obligations                                         3,232               3,290
         Accrued payroll                                                       5,338               5,596
         Other current liabilities                                            15,501              15,087
                                                                           ---------           ---------
                     Total current liabilities                                44,325              53,336

 Long-term debt                                                               85,000              85,000
 Deferred income taxes                                                        13,968              14,291
 Accrued pension benefits                                                      1,661               1,760
 Accrued postretirement benefits                                               3,194               2,879
 Other non-current liabilities                                                 8,946              10,479
                                                                           ---------           ---------
                     Total liabilities                                       157,094             167,745
                                                                           ---------           ---------

 Commitments and contingencies                                                     -                   -

 Stockholders' equity:
         Preferred Stock, $.01 par value, authorized
                     1,000,000 shares; none issued or outstanding                  -                   -
         Common Stock, $.01 par value, authorized
                     40,000,000 shares; 12,479,561 and 12,440,276
                     issued and outstanding at June 30, 1998 and
                     December 31, 1997, respectively                             125                 124
         Paid-in capital                                                      82,371              81,875
         Retained earnings                                                    11,842               6,510
         Less: treasury stock, 2,005,222 shares                              (19,990)            (19,990)
                                                                           ---------           ---------
                     Total stockholders' equity                               74,348              68,519
                                                                           ---------           ---------
                     Total liabilities and stockholders' equity            $ 231,442           $ 236,264
                                                                           =========           =========
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       3
<PAGE>   4

                           EASCO, INC AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                       SIX MONTHS ENDED
                                          -------------------------------------   -------------------------------------
                                                JUNE 30,            JUNE 30,            JUNE 30,            JUNE 30,
                                                  1998                1997                1998                1997
                                          ------------------  -----------------   -----------------   -----------------

<S>                                              <C>                <C>                 <C>                 <C>       
 Net sales:
    Product                                        $ 65,228           $ 73,585           $ 130,679           $ 135,365
    Tolling fees                                     15,710             16,401              31,113              31,906
                                          ------------------  -----------------   -----------------   -----------------
                                                     80,938             89,986             161,792             167,271
 Cost of products sold                               70,045             78,974             141,250             149,479
                                          ------------------  -----------------   -----------------   -----------------
    Gross profit                                     10,893             11,012              20,542              17,792

 Selling, general and administrative                  4,545              5,413               8,669               9,395
 Amortization of goodwill and other                     414                414                 828                 828
 Management fees                                        225                225                 450                 450
 Non-recurring gain                                       -                  -              (3,041)                  -
                                          ------------------  -----------------   -----------------   -----------------
    Operating profit                                  5,709              4,960              13,636               7,119

 Interest expense (net)                               2,038              2,067               4,090               4,231
                                          ------------------  -----------------   -----------------   -----------------
    Income before income tax                          3,671              2,893               9,546               2,888

 Income tax provision                                 1,539              1,400               4,006               1,398
                                          ------------------  -----------------   -----------------   -----------------
 Net income                                         $ 2,132            $ 1,493             $ 5,540             $ 1,490
                                          ==================  =================   =================   =================


 Basic earnings per share                           $  0.20            $  0.14             $  0.53             $  0.14
                                          ==================  =================   =================   =================

 Diluted earnings per share                         $  0.20            $  0.14             $  0.51             $  0.14
                                          ==================  =================   =================   =================

 Weighted average number of
     common shares                               10,471,065         10,409,670          10,457,704          10,409,670
                                          ==================  =================   =================   =================

 Weighted average number of
     common shares - assuming dilution           10,812,724         10,603,077          10,804,368          10,591,496
                                          ==================  =================   =================   =================
</TABLE>



        The accompanying notes are an integral part of these statements.




                                       4
<PAGE>   5

                          EASCO, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  SIX MONTHS ENDED
                                                                        -----------------------------------
                                                                           JUNE 30,             JUNE 30,
                                                                             1998                 1997
                                                                        --------------        -------------

<S>                                                                          <C>                <C>     
Cash flows from operations:
    Net income                                                               $  5,540           $  1,490
    Adjustments to reconcile net income to net cash flows
        from operating activities:
        Depreciation                                                            3,431              3,577
        Amortization of goodwill and other intangibles                            828                828
        Amortization of deferred debt issue costs                                 288                286
        Stock compensation expense                                                105                110
        Gain on sale of assets                                                 (3,041)                 -
        Changes in operating assets and liabilities:
           Increase in receivables                                               (695)           (10,980)
           Decrease (increase) in inventories                                   8,460             (2,846)
           (Increase) decrease in other current assets                           (486)             2,330
           Increase in other assets                                               (98)              (975)
           (Decrease) increase in other accounts payable,
                    accruals, and other current liabilities                    (7,913)            16,388
           Increase (decrease) in deferred taxes (net)                             76                (88)
           Decrease in other noncurrent liabilities                            (1,317)              (248)
                                                                             --------           --------
               Net cash provided by operating activities                        5,178              9,872
                                                                             --------           --------

Cash flows from investing activities:
        Proceeds from sale of assets                                           13,225                  -
        Property additions (net)                                               (8,181)            (3,014)
                                                                             --------           --------
               Net cash provided by (used for) investing activities             5,044             (3,014)
                                                                             --------           --------

Cash flows from financing activities:
        Issuance of Common Stock                                                  392                  -
        Cash dividends paid                                                      (208)              (208)
                                                                             --------           --------
               Net cash provided by (used for) financing activities               184               (208)
                                                                             --------           --------

Net increase for the period                                                    10,406              6,650
Cash and cash equivalents, beginning of period                                  8,470             13,245
                                                                             ========           ========
Cash and cash equivalents, end of period                                     $ 18,876           $ 19,895
                                                                             ========           ========
</TABLE>





        The accompanying notes are an integral part of these statements.



                                       5
<PAGE>   6






                          EASCO, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (UNAUDITED)




1.  Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
include the accounts of Easco, Inc. (the "Company") and its wholly-owned
subsidiary Easco Corporation ("Easco") and Easco's wholly-owned subsidiary,
Dolton Aluminum Company, Inc. ("Dolton"). These condensed financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial statements and accordingly do not include all of the
information and disclosures generally required for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been made.

         During the fourth quarter of 1997, the Company changed the way it
classifies freight costs. As a result of the reclassification, gross profit and
selling, general and administrative expenses decreased $3.6 million and $4.6
million, respectively, for the quarter ended June 30, 1998 and 1997. For the six
months ended June 30, 1998 and 1997 gross profit and selling, general and
administrative expenses decreased $8.1 million and $8.7 million, respectively.

2.  Inventories

At June 30, 1998 and December 31, 1997, inventories consist of:

<TABLE>
<CAPTION>
                                        June 30,               December 31,
                                          1998                     1997
                                    --------------            -------------

<S>                                 <C>                       <C>          
Raw materials                       $        4,701            $       2,226
Work-in-process                             11,232                   20,028
Finished goods                              12,091                   20,308
                                    --------------            -------------
Total at FIFO cost                          28,024                   42,562
Less excess of FIFO cost over
     LIFO values                                 -                   (2,503)
                                    --------------            -------------
Total                               $       28,024            $      40,059
                                    ==============            =============
</TABLE>


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

3.  Non-Recurring Gain

         In the first quarter of 1998, the Company realized a pre-tax,
non-recurring gain of $3.0 million related to the sale of its vinyl extrusion
operations. The transaction was recorded as an asset sale and involved the
transfer of all assets and liabilities associated with the vinyl extrusion
operations.

4.  Subsequent Event

         On July 22, 1998 the Company announced that it will commence an offer
to purchase up to 1,000,000 shares of its common stock, or approximately 9.5% of
its shares outstanding, from existing stockholders. The Company will conduct the
tender offer through a procedure commonly referred to as a "Dutch Auction" in
which stockholders can tender their shares at prices not in excess of $12.00 nor
less than $9.00 per share.



                                       6
<PAGE>   7


5.  Contingencies

Litigation

         Lawsuits and claims are filed from time to time against the Company in
the ordinary course of business. Management of the Company, after reviewing
developments to date with legal counsel, is of the opinion that the outcome of
such matters will not have a material adverse effect on the Company's financial
condition, results of operations or liquidity.

Environmental Matters

         The Company is subject to a wide variety of environmental laws which
continue to be adopted and amended. While the ultimate extent of the Company's
liability for pending or potential fines, penalties, remedial costs, claims and
litigation relating to environmental laws and health and safety matters and
future capital expenditures that may be associated with environmental laws
cannot be determined at this time, management continually assesses the Company's
environmental contingencies. The Company has recorded a reserve of $5.5 million
for environmental contingencies at June 30, 1998.

6. New Accounting Pronouncements

         During February 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132
refines and standardizes the disclosure requirements for employer sponsored
pension and postretirement plans. The Company is currently evaluating this
statement and management does not believe that implementation of this standard
will be material to the Company's financial position, results of operations or
cash flows.
         During June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities and requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The Company is currently
evaluating the impact, if any, this statements may have on its financial
position or the results of its operations.


                                       7
<PAGE>   8


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

OVERVIEW

Easco, Inc. is the largest independent extruder of soft alloy aluminum products
in the United States and is a leading producer of painted extrusions. The
Company operates 21 aluminum extrusion presses and three casting facilities. The
Company's products include standard and custom profiles, conduit, cable
sheathing and drawn tubing.

Demand was strong in most of the Company's markets during the second quarter of
1998 with the notable exception of the coaxial cable sheathing market where
shipments were off over 30%. The struggling Asian economy has negatively
impacted the demand for coaxial cable overseas and domestic order rates have not
offset this shortfall. As a result, the Company's shipments of aluminum products
declined slightly for the quarter ended June 30, 1998 when compared to the same
quarter in 1997. Total shipments declined by a larger percentage in the 1998
quarter due to the absence of vinyl product shipments. The Company completed the
sale of its vinyl extrusion operation in January, 1998, recording a pre-tax
nonrecurring gain, net of expenses, of $3.0 million.

Although metal margins widened in the second quarter of 1998 compared to the
same quarter last year, a narrowing of the price differential between aluminum
scrap, a major feedstock for the Company, and primary aluminum partially offset
the metal margin increase. Due to supply and demand conditions in the United
States, there was a significant contraction in the difference between the cost
of aluminum scrap and the price of primary aluminum in the second quarter. In
many instances, the Company is now competing with aluminum rolling mills for the
available supply of aluminum extrusion scrap. As a result, the profit
enhancement realized from the Company's predominantly scrap based casting
operations was reduced. While the Company does not anticipate these conditions
to continue for the long-term, there can be no assurance that they will not
persist for the foreseeable future and continue to reduce the Company's overall
metal margins.

The Company's casting expansion in Ahoskie, North Carolina began production in
the first week of July 1998 and is anticipated to steadily increase production
during the third quarter. As a result, the Company expects to be substantially
self-sufficient with respect to billet requirements in the near term. The
upgrade programs at the Company's Dolton, Illinois ("Dolton") facility are
essentially complete, and improvements have been realized in both the casting
and extruding operations. The Company anticipates additional operating
efficiencies as the upgrades and process improvements are more fully
implemented.



                                       8
<PAGE>   9


BASIS OF  PRESENTATION:

        The following table sets forth, for the periods shown, certain of the
Company's unaudited performance statistics.

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                      JUNE 30,          JUNE 30,        JUNE 30,            JUNE 30,
                                                       1998              1997             1998                1997
                                                   -------------    --------------   -------------        -----------
                                                                  (AMOUNTS IN MILLIONS, EXCEPT PER POUND DATA)

<S>                                                  <C>               <C>               <C>                <C>     
Net sales                                            $   80.9          $   90.0          $  161.8           $  167.3
Gross profit                                             10.9              11.0              20.5               17.8
Non-recurring gain                                          -                 -               3.0                  -
Operating profit                                          5.7               5.0              13.6                7.1
Net income                                           $    2.1          $    1.5          $    5.5           $    1.5

Pounds shipped:
      Company-owned material                             52.6              57.1             105.2              106.7
      Customer Conversion Program                        27.5              28.6              54.8               56.7
                                                     --------          --------          --------           --------
Total pounds shipped                                     80.1              85.7             160.0              163.4
                                                     ========          ========          ========           ========

Other performance measures:
Operating profit                                     $    5.7          $    5.0          $   13.6           $    7.1
      Non-cash and non-recurring items:
            Depreciation and amortization                 2.1               2.2               4.2                4.4
            Non-recurring gain                              -                 -              (3.0)                 -
                                                     --------          --------          --------           --------
Adjusted EBITDA (1)                                  $    7.8          $    7.2          $   14.8           $   11.5
                                                     ========          ========          ========           ========

Cash flows provided by operations                    $   14.1          $    6.6          $    5.2           $    9.9
                                                     ========          ========          ========           ========
Cash flows provided by (used for) investing          $   (3.2)         $   (1.4)         $    5.0           $   (3.0)
                                                     ========          ========          ========           ========
Cash flows provided by (used for) financing          $      -          $   (0.1)         $    0.2           $   (0.2)
                                                     ========          ========          ========           ========

Gross profit per pound                               $  0.136          $  0.128          $  0.128           $  0.109
Adjusted EBITDA per pound                            $  0.097          $  0.084          $  0.093           $  0.070
</TABLE>

(1)  Adjusted EBITDA is not intended to represent cash flow from operations as
     defined by generally accepted accounting principles and should not be
     considered as an alternative to net income as an indicator of operating
     performance or to cash flow as a measure of liquidity.



Aluminum Price Fluctuation Management Programs. Under its Customer Conversion
Program, the Company's customers supply aluminum directly to the Company, and
the Company converts this aluminum into finished product for an agreed tolling
charge. Accordingly, neither net sales nor cost of products sold reflect the raw
material cost for these sales, and, depending upon the degree to which aluminum
is customer-supplied, net sales and cost of products sold will fluctuate without
regard to underlying business activity. Combined with the Company's turnover of
its aluminum inventory and the Company's metal hedging strategies, this program
serves to minimize the impact of aluminum price changes on the Company.


                                       9
<PAGE>   10



RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 1998 AND 1997

         Net sales for the second quarter of 1998 decreased 10.1% to $80.9
million from $90.0 million in the second quarter of 1997. This decrease was
primarily due to lower volumes as a result of the sale of the Company's vinyl
extrusion operations in January 1998, a 30% decrease in shipments of cable
sheathing and a decline in the market price of aluminum which has resulted in
reduced selling prices for the Company's products. For the six months ended June
30, 1998, net sales were $161.8 million compared to $167.3 million for the same
period in 1997. This decrease is primarily a result of the sale of the vinyl
extrusion operation, lower cable sheathing shipments, reduced selling prices and
a lower percentage of Customer Conversion Program shipments.

         For the quarter ended June 30, 1998, gross profit was $10.9 million,
essentially level with $11.0 million for the same period in 1997. Gross profit
was level despite the decrease in shipments primarily due to slightly wider
metal margins in the second quarter of 1998 and reduced scrap rates, higher
press productivity and increased casthouse production at Dolton. Gross profit
for the six months ended June 30, 1998 increased 15.2% to $20.5 million from
$17.8 million for the six months ended June 30, 1997. This increase is a result
of wider metal margins, the improved performance at Dolton and manufacturing
efficiencies gained as a result of the Company's process improvement initiatives
such as higher plant yields and increased press productivity.

         Selling, general and administrative expenses decreased 16.7% from $5.4
million in the first quarter of 1997 to $4.5 million in the same period of 1998.
This decrease was primarily due to reduced selling expenses as a result of the
lower shipments discussed above. For the six months ended June 30, 1998 selling,
general and administrative expenses were $8.7 million, a decrease of 7.4% from
$9.4 million for the six months ended June 30, 1997. This decrease was due to a
reduction in selling expenses as a result of the lower volume in the six month
period ended June 30, 1998.

         During the first quarter of 1998, the Company recorded a pre-tax
nonrecurring gain of $3.0 million related to the sale of the Company's vinyl
extrusion operations. The gain is net of any expenses related to the negotiation
and completion of the sales agreement.

         Operating profit for the quarter ended June 30, 1998 increased 14% to
$5.7 million from $5.0 million for the same quarter in 1997. For the six months
ended June 30, 1998 operating profit was $13.6 million compared to $7.1 million
for the same period in 1997. Excluding the nonrecurring item, operating income
for the six months ended June 30, 1998 was $10.6 million. The increases were
primarily a result of the factors discussed above.

         Net interest expense for the second quarter and first six months of
1998 was slightly lower than the same periods in 1997. The decrease was due to
capitalization of interest for the Ahoskie, North Carolina expansion project in
1998 and an increase in average cash available for investment in 1998.

         For the quarter and six months ended June 30, 1998, net income was $2.1
million and $5.5 million, respectively, compared to $1.5 million for the quarter
and six month period ended June 30, 1997. Income taxes were provided for at the
Company's estimated effective annual rate. This rate differs from the federal
statutory rate primarily due to non-deductible goodwill and state taxes.

 FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal sources of funds are cash on hand, cash flow
from operations and borrowings under a $40 million revolving credit facility
with a syndicate of banks. There were no borrowings and $3.4 million of letters
of credit outstanding under the revolving credit facility as of June 30, 1998.
As a result, availability under the revolving credit facility was $36.6 million
as of June 30, 1998.

                                       10
<PAGE>   11


         Working capital at June 30, 1998 was $48.0 million compared to $41.1
million at December 31, 1997. This increase was principally due to cash
generated from the sale of the vinyl extrusion operations in January 1998.

         Cash flow from investing activities includes $13.2 million of proceeds
from the sale of the Company's vinyl extrusion operation. Capital expenditures
totaled $8.2 million for the first six months of 1998 compared to $3.0 million
in the same period of 1997. The Company intends to incur capital spending of
approximately $7.8 million for the remainder of 1998. The Company is making
these expenditures to purchase, modernize or upgrade production equipment and to
maintain facilities. The costs of these capital projects, which would normally
be funded out of the Company's operating cash flow and borrowings, if necessary,
under the revolving credit facility, are being funded in the near term with
proceeds from the sale of the vinyl extrusion operation. In addition, the
Company expects to receive proceeds of approximately $6.0 million during the
third quarter from an industrial revenue bond issue related to the Ahoskie,
North Carolina expansion, although no assurance can be given that the revenue
bond issue will be completed.

         Long-term debt consisted of $85.0 million of 10% Senior Notes due 2001
at June 30, 1998 and December 31, 1997. The Senior Notes became callable on
March 15, 1998. The Company is considering alternatives with respect to the
Senior Notes including a potential refinancing of the Senior Notes. There can be
no assurance, however, when or under what terms the Company will pursue such a
refinancing. The Company has no scheduled principal amortization requirements
with respect to any of its debt until 2000.

         On July 22, 1998, the Company commenced the Offer to purchase up to
1,000,000 shares of its Common Stock at a price not in excess of $12.00 nor less
than $9.00 per share. If the Company purchases 1,000,000 shares of its Common
Stock pursuant to the Offer at a price of $12.00 per share, the Company expects
that it will incur aggregate costs, including fees and expenses attributable to
the Offer, of approximately $12.5 million. At the time of the purchase of shares
pursuant to the Offer, the Company expects that available cash will be reduced
by several million dollars below the cash available at June 30, 1998 due to
seasonal working capital needs. Consequently, the Company may finance payment of
a portion of the costs of the Offer through borrowings under its revolving
credit facility. The balance of the costs will be paid from available cash.

         The Company believes that its cash flow from operations and available
sources of borrowings will be sufficient to finance its anticipated cash
requirements, including the Offer, at least until the expiration date of the
Company's revolving credit facility in 2000, at which time the Company would
expect to renew or replace that facility.

RISK MANAGEMENT

         In the normal course of business, the Company enters into forward fixed
price arrangements with certain of its customers. The aluminum cost component of
the forward sales contracts is typically fixed for the duration of the
contracts. In order to hedge its exposure to aluminum price volatility under
these forward sales contracts, the Company may enter into aluminum futures
contracts based on the scheduled deliveries of product. The Company is exposed
to losses in the event of non-performance by the counterparties to these
agreements. However, the Company only uses recognized brokerage firms for the
purchase of aluminum futures contracts and does not anticipate non-performance
by these counterparties. Gains and losses on aluminum futures contracts are
deferred and recognized as product is shipped in satisfaction of the hedged
sales contracts.

         At June 30, 1998, the Company was a party to aluminum futures contracts
with a nominal value of $11.0 million. These aluminum futures contracts cover
approximately 16.6 million pounds of aluminum at prices expected to be settled
financially in cash as they reach their respective settlement dates. As of June
30, 1998, the nominal value of the aluminum futures contracts was approximately
$716,000 greater than market value.


                                       11
<PAGE>   12



CAUTIONARY STATEMENT

         Statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations that are not historical facts,
including, but not limited to, the third and fourth paragraphs of the section
titled "Overview", the third, fifth and sixth paragraphs of the section entitled
"Financial Condition; Liquidity and Capital Resources" and the first paragraph
of the section entitled "Risk Management", concerning anticipated events are
forward-looking statements as such term is used under the Private Securities
Litigation Reform Act of 1995. Future events, including the Company's
performance, may be affected by many factors, including those discussed below,
that may cause actual events to differ materially from events suggested by any
forward-looking statements.

         Demand for the Company's products is cyclical in nature and subject to
changes in general market conditions that affect demand. The Company's customers
operate primarily in industries (e.g., building and construction and
transportation) that are affected by changes in economic conditions, which in
turn can affect orders for extrusions. The Company and the extrusion industry
generally operate without significant order backlogs. As a result, economic
slowdowns and recessions could adversely affect the extrusion industry and the
Company. The Company's performance may also be affected by other risks and
uncertainties that may cause actual performance to differ materially from any
forward-looking statements, including but not limited to the following: the
Company's level of utilization of its extrusion capacity and the impact of
capacity utilization on costs; the Company's ability to increase its market
share, which may be necessary to maximize capacity utilization, and the costs
associated with any such effects; the highly competitive nature of the extrusion
industry and the relatively greater capitalization and lower levels of
indebtedness of certain competitors, particularly integrated aluminum producers
(including, among others, Alcoa, which recently acquired Alumax one of the
Company's principal competitors); developments with respect to contingencies
such as environmental matters and litigation; the impact on variable costs of
changes in labor market conditions and energy and raw materials costs (primarily
aluminum); seasonal variations in the extrusion business which is generally
stronger in the second and third quarters and weaker in the first and fourth
quarters; changes in financial markets and interest rates and the availability
of capital at an acceptable cost; whether the Company's management team hired in
late 1996 will be able to improve operations and profitability as planned;
whether and to what extent the Company's capital expenditures can achieve
reductions in variable costs; whether the Company's computer systems will be
successfully updated to eliminate the "year 2000" issue, and at what cost, and
whether and to what extent the Company's customer and supplier relationships are
affected by this issue; whether the restructuring of the Company's Dolton,
Illinois facility in 1997 will produce the cost savings and profitability
improvements planned by management; and the Company's ability to integrate and
operate acquired facilities on a profitable basis. For further information see
the section titled "Cautionary Statement" in Part I, Item 1 of the Company's
annual report on Form 10-K for the year ended December 31, 1997.


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<PAGE>   13




PART II. OTHER INFORMATION

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

         The Annual Meeting of Shareholders of Easco, Inc. was held on May 8,
1998. At the Annual Meeting, stockholders voted on and approved two proposals.
Those proposals are stated below, together with information concerning the votes
cast.

1. Election of three directors to hold office for a term of three years.

         Directors elected were Samuel H. Smith, Jr., Gene E. Little and Kim A. 
         Marvin.



<TABLE>
<CAPTION>
                                           Samuel H. Smith, Jr.            Gene E. Little              Kim A. Marvin
                                           --------------------            --------------              -------------
<S>                                                   <C>                       <C>                        <C>      
           Shares For                                 8,183,856                 8,184,856                  8,156,484
           Shares Withheld                                8,238                     7,238                     35,610
           Total                                      8,192,094                 8,192,094                  8,192,094
</TABLE>


Other directors continuing their terms for 1998 are: Norman E. Wells, Jr.,
Theodore C. Rogers, Lawrence W. Ward, Jr., Raymond E. Ross and Robert J. Klein.

2. Ratification of the appointment of Deloitte & Touche, LLP as independent
auditors of the Company for the fiscal year ending December 31, 1998.

<TABLE>
<S>                                         <C>      
         Shares For                         8,183,024

         Shares Against                         5,170

         Shares Abstain                         3,900
                                            ---------

                  Total                     8,192,094
</TABLE>



ITEM 5. OTHER INFORMATION

         On May 8, 1998, the Board of Directors of the Company amended and
restated the Company's By-laws. The Amended and Restated By-laws include, among
other things, a provision requiring advance notice to the Company of nominations
of persons for election to the Board of Directors or other proposals by the
Company's stockholders to be presented at any annual or special meeting. A copy
of the Amended and Restated By-laws of the Company is attached hereto as Exhibit
3.2 and incorporated herein by reference.

         Proposals of stockholders not intended for inclusion in the Company's
1999 Proxy Statement must be received in writing by the Secretary of the Company
prior to March 9, 1999 in order to preclude the Company's use of its
discretionary proxy voting authority when the proposal is raised at the 1999
Annual Meeting of Stockholders.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a) List of Exhibits

 3.2     Amended and Restated By-laws of Easco, Inc.

11.1     Computation of earnings per share for the three months ended 
         June 30, 1998 and June 30, 1997.

  27     Financial Data Schedule

(b) Reports on Form 8-K

None



                                       13
<PAGE>   14




                                    SIGNATURE





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







                                           EASCO, INC.






August 10, 1998                             /s/ Terry D. Smith
                                 ----------------------------------------
                                             Terry D. Smith
                           Executive Vice President and Chief Financial Officer
                                         Secretary and Treasurer
                              (Principal Accounting Officer duly authorized
                                   to sign on behalf of the Registrant)





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