<PAGE>   1

                                   FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

      For the fiscal year ended June 2, 1998

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

                         Commission file number 1-11276

                           DISCOUNT AUTO PARTS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     FLORIDA                             59-1447420
---------------------------------------------  ---------------------------------
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

4900 Frontage Road South, Lakeland, Florida                33815
-------------------------------------------              ----------
 (Address of principal executive offices)                (Zip code)
                                 (941) 687-9226
                        -------------------------------
                        (Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of Each Exchange
         Title of Each Class                              on Which Registered
--------------------------------------                  -----------------------
Common Stock, Par Value $.01 Per Share                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

          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 past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No
                                              -----    -----

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

          State the aggregate market value of the voting stock held 
               by non-affiliates of the registrant. Approximately 
               $200,663,000 as of August 17, 1998 (based upon the 
               closing sales price reported by the New York Stock 
               Exchange and published in the Wall Street Journal on 
               August 17, 1998)

          Indicate the number of shares outstanding of each of the registrant's
classes of common equity, as of the latest practicable date:

   Common Stock, par value $.01 per share -- 16,637,937 shares as of August 17,
1998



                                       1

<PAGE>   2


Documents incorporated by reference:

Part II    Annual Report to Stockholders for the Fiscal Year Ended June 2, 1998.

Part III   Definitive Proxy Statement for the Company's Annual Meeting of 
           Stockholders presently scheduled for October 6, 1998.




                                       2
<PAGE>   3

                           DISCOUNT AUTO PARTS, INC.

                           ANNUAL REPORT ON FORM 10-K
                                    for the
                            YEAR ENDED JUNE 2, 1998


                               TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                                                         <C>
PART I...........................................................................................................  4
      ITEM 1.   BUSINESS.........................................................................................  4
      ITEM 2.   PROPERTIES....................................................................................... 15
      ITEM 3.   LEGAL PROCEEDINGS................................................................................ 16
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.............................................. 17

PART II.......................................................................................................... 18
      ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................ 18
      ITEM 6.   SELECTED FINANCIAL DATA.......................................................................... 18
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............ 18
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................................................... 24
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE........................................................... 24

PART III......................................................................................................... 24
      ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............................................... 24
      ITEM 11.  EXECUTIVE COMPENSATION........................................................................... 24
      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT................................................................................... 25
      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................................... 25

PART IV.......................................................................................................... 25
      ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
                SCHEDULES AND REPORTS ON FORM 8-K................................................................ 25
</TABLE>



                                       3

<PAGE>   4

                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Discount Auto Parts, Inc. ("Discount Auto Parts" or the "Company") is one
of the Southeast's leading specialty retailers of automotive replacement parts,
maintenance items and accessories for the "Do-It-Yourself" ("DIY") consumer. As
of June 2, 1998, the Company operated a chain of 452 Discount Auto Parts
stores, with 351 stores located throughout Florida, 61 stores in Georgia, 20
stores in Mississippi, 16 stores in Alabama, and four stores in South Carolina.
Each Discount Auto Parts store carries an extensive line of brand name
replacement "hard" parts, such as starters, alternators, brake pads, brake
shoes and water pumps, for domestic and imported cars, vans and light trucks,
as well as brand name maintenance items and accessories. The Company is not in
the business of selling tires or performing automotive repairs or
installations.

     In February 1998, the Company began the rollout of a commercial delivery
program. Under the Company's commercial delivery program, commercial customers
(such as auto service centers, commercial mechanics, garages and the like) can
establish commercial accounts with the Company and order automotive parts from
the Company, with such parts being delivered from, or being available for pick
up at, nearby Discount Auto Parts stores. As of August 12, 1998, the commercial
delivery program had been rolled out to 45 Discount Auto Parts stores.

     Discount Auto Parts has achieved significant growth in each of its five
latest fiscal years. Net sales have increased to $447.5 million in fiscal 1998
from $207.6 million in fiscal 1994 and income from operations has increased to
$52.0 million in fiscal 1998 from $26.1 million in fiscal 1994. The number of
stores has increased to 452 as of the end of fiscal 1998 from 175 at the
beginning of fiscal 1994. DIY comparable store sales have increased an average
of 4.4% annually during the past five fiscal years, and increased 7.7% in
fiscal 1998.

     The Company's success has resulted primarily from implementing clear and
effective operating and growth strategies. The Company's operating strategies
include building a highly knowledgeable and motivated work force, developing
customers for a lifetime, attaining leading market share in every one of its
existing markets and utilizing advanced information systems. With respect to
growth strategies, the Company believes in continuing with new store openings,
standardizing new store formats and constantly seeking to improve merchandising
concepts. Effectively executing these strategies has helped the Company provide
customers with superior service, value and parts selection at conveniently
located, well-designed stores. The implementation of a successful commercial
delivery program is also part of the Company's future growth strategy.

     Discount Auto Parts was founded with a single 800 square foot store in
Winter Haven, Florida by Herman Fontaine, his son, Denis L. Fontaine, and other
members of the Fontaine family. Since the Company's inception, members of the
Fontaine family, including Herman Fontaine, Denis L. Fontaine and Peter J.
Fontaine, managed the Company and played key roles in formulating and carrying
out its business strategies. Herman Fontaine served as President from 1972
until 1978 and as the Chairman of the Board from 1972 until 1986, at which time
he became Chairman Emeritus. Although he no longer serves as an executive
officer or director, the Company continues to have the benefit of Herman
Fontaine's advice and counsel. Denis L. Fontaine assumed the roles of Chief
Executive Officer and President in 1978 and held such positions until his death
in June 1994. Peter J. Fontaine, who has been with the Company for over 22
years and previously served as Chief Operating Officer, was elected as
President and Chief Executive Officer in 1994. Effective February 1, 1997,
William (Bill) C. Perkins, who has been with the Company for over 15 years and
served as Chief Financial Officer from 1992 to 1996, assumed the positions of
President and Chief Operating Officer while Peter J. Fontaine remained Chief
Executive Officer.

     The Company completed an initial public offering in August 1992 raising
approximately $64.1 million in net proceeds and a secondary offering in October
1995, which generated net proceeds to the Company of $75.4 million. The
Fontaine family continues to control approximately 46% of the Company's
outstanding common stock.



                                       4


<PAGE>   5

INDUSTRY OVERVIEW

     The automotive aftermarket refers to products and services purchased for
motor vehicles after the original sale of the vehicles such as accessories,
maintenance and repairs, replacement parts, fuel, etc. According to the
Automotive Parts and Accessories Association (APAA), an industry group that
compiles statistics on aftermarket activity, in 1995 the market for domestic
automotive aftermarket products and services represented approximately $188
billion in annual sales. Lang Marketing, which publishes Lang Report, a monthly
analysis of the vehicle products industry, estimates the overall automotive
aftermarket earnings growth rate to be 3.8%, and retail auto parts chain growth
rate to be approximately 8%. The Company believes there are several main items
driving performance in the automotive aftermarket industry. These include (i)
increases in the average number of miles driven per vehicle each year, (ii)
increases in the average age of cars on the road, and (iii) an increase in the
average ticket price of repair services.

     The automotive aftermarket distribution channels are highly fragmented.
The Company believes, however, that the industry is consolidating as national
and regional specialty retail chains gain market share at the expense of
smaller independent operators and less specialized mass merchandisers.
Automotive specialty retailing chains with multiple locations in given market
areas, such as the Company, are believed to enjoy competitive advantages in
purchasing, distribution, advertising and marketing compared to most small
independent retailers. In addition, the increase in the number of automotive
replacement parts caused by the significant increase in recent years in the
variety of domestic and imported vehicle makes and models has made it difficult
for smaller independent retailers and less specialized mass merchandise chains
to maintain inventory selection broad enough to meet customer demands. The
Company believes this has created a competitive advantage for those automotive
specialty retailing chains, such as Discount Auto Parts, that have the
financial resources and distribution capability to stock and deliver an
inventory selection broad enough to meet customer needs.

OPERATING STRATEGY

BUILDING THE TEAM

     Guided by the principle "First build the team, then the team will build
the business", Discount Auto Parts has made a commitment to building and
retaining employees who are highly motivated and knowledgeable team players.
The Company considers itself to be a highly selective employer, screening
prospective team members to identify individuals of high integrity who are
motivated to succeed. The Company considers its ability to recruit, train and
retrain its employees a key aspect of its success.

     The Company provides extensive team-building training programs which focus
on providing superior customer service, automotive parts knowledge, selling
skills, store operational procedures and personal development. A typical
training program encompasses a two year time period. Initially, new team
members participate in an intensive one week training program administered by a
district training specialist at specially designated training stores. Following
such orientation, new team members are assigned to a specific store. At the
store, new team members receive on-the-job training from store management on
advanced aspects of daily store operations, parts knowledge and the use of the
Company's computerized parts catalog. Thereafter, team members are required to
complete a "Parts Pro" certification which provides advanced training on
technical customer service skills, such as turning drums and rotors, testing
and charging batteries and testing starters and alternators.

     In order to qualify for promotion, team members are required to complete
the "Tech 2000" training program which consists of courses and hands on
instruction relating to product knowledge, trouble-shooting, problem solving
and related selling techniques. The Company's vendors also provide formal
training that emphasizes specific automotive systems and related parts.
Individuals identified as potential store managers attend "DAP University", a
five-day training program at the Company's headquarters and distribution center
covering all major aspects of the Company's operations. In addition to these
formal training programs, senior team members continually provide informal
training during frequent store visits.



                                       5

<PAGE>   6

     Financial incentives and stock ownership are also an important element of
the Company's team building focus. All team members, particularly store
managers, assistant managers and team leaders, are eligible for financial
incentives based on meeting monthly, quarterly and annual sales and other
performance related goals that are in large part to be under the control of the
respective team members. The Company's Team Members Stock Purchase Plan gives
all full time team members who have been employed for more than one year the
ability to purchase shares of the Company's Common Stock for 85% of the then
current market price during specified offering periods each year. In addition,
the Company has a Team Members Profit Sharing Plan whereby the employees who
have been with the Company for more than one year can make contributions and
with respect to which the Company provides certain matching benefits. Options
to purchase shares of the Company's Common Stock under the Company's stock
option plans are also awarded to key members of management, store managers and
other key team members.

     The Company believes in providing opportunities for the promotion of
qualified team members. The Company's "promote from within" policy helps
attract, motivate and retain quality team members. The 44 team members
comprising the senior management team (including 26 Division Managers) average
approximately 37 years of age with more than 12 years of experience with the
Company. All 26 Division Managers and the majority of the remaining members of
the senior management team started with the Company in Discount Auto Parts
stores as part time or full time team members and average more than 12 years
with Discount Auto Parts. The Company's 452 store managers average more than
four years experience with the Company.

     The Company encourages its employees to propose any new ideas which will
help the Company run more efficiently and/or improve customer satisfaction.
Team members who present new ideas that are successfully implemented are
rewarded with incentive compensation.

     The Company believes that a high level of involvement from team members
increases motivation, company loyalty and overall performance. The Company's
employee-focused strategy has resulted in the Company maintaining what it
believes to be one of the highest sales per team member in the industry. In
addition, management believes that the Company has one of the lowest employee
turnover rates in the industry. The low turnover rate tends to lead to superior
customer service and product knowledge, which are key factors in attracting
customers in the DIY automotive industry.

DEVELOPING CUSTOMERS FOR A LIFETIME

     The Company believes that the attributes most valued by DIY consumers are
superior customer service, convenient and accessible neighborhood locations,
broad product selection and competitive everyday low prices. In an effort to
develop DIY customers for a lifetime, the Company is committed to developing,
maintaining and improving these key value drivers.

SUPERIOR CUSTOMER SERVICE

     In the DIY consumer market, customer service plays a major role in a
customer's store loyalty. Therefore, the Company places a strong emphasis on
customer service. The Company promotes a corporate culture which is designed to
"always put the customers first" and emphasizes knowledgeable and courteous
service. Through its extensive training programs, the Company's team members
develop the technical expertise necessary to provide customers with superior
service.

     Customer service is further enhanced by a variety of programs that the
Company offers such as: in-store computerized catalogs which assist in the
selection of parts; free testing of starters, alternators, electronic
components, coils, voltage regulators and batteries; free battery charging;
installation assistance for batteries, windshield wipers and selected other
products; free use of specialty tools for do-it-yourself installation; free oil
and battery recovery programs under which Discount Auto Parts accepts used oil
and batteries for proper disposal; liberal return policies; and lifetime
warranties on certain parts.



                                       6

<PAGE>   7

     The Company's special order program (the "S.O. Program") assures the
broadest availability of its merchandise at each of the Company's stores. The
S.O. Program provides the Company on-line access to numerous third party
warehouse distributors with which the Company has a relationship. If
merchandise is unavailable at a particular store or one of the Company's
express warehouses, Company team members can order an item on-line and
generally have it available for the customer within 24 hours.

     The Company's stores are open seven days per week, 364 days per year,
typically from 8 a.m. to 9 p.m. Some higher volume stores have extended hours
in order to better serve the DIY customer.

CONVENIENT AND ACCESSIBLE NEIGHBORHOOD LOCATIONS

     Locating stores at sites that are convenient and accessible to its
customers is an essential part of the Company's customer service philosophy.
The Company believes that over 50% of its customers view convenience and
accessibility as the number one driver in choosing an automotive parts store.
Given this customer priority, one of the Company's strategies is to cluster
stores in neighborhood locations in order to offer its customers increased
convenience and accessibility. The Company's strategy is generally to draw
customers from a 3 mile radius. Management believes that the Company's
relatively low cost structure gives it the ability to profitably operate stores
in close proximity, thereby offering customers greater convenience than do most
of its competitors. In addition, the Company attempts to build new stores in
locations that are easily accessible from a number of major roadways and
arteries.

BROAD PRODUCT SELECTION

     The Company offers a wide selection of automotive replacement parts,
maintenance items and accessories designed to cover a broad range of specific
vehicle applications. Depending on the store format, a typical Discount Auto
Parts store carries between 16,000 and 20,000 SKU's. The Company's operating
strategy emphasizes DIY automotive replacement hard parts. To support this
strategy, over the last several years and particularly during fiscal 1995, the
Company substantially increased the number of replacement hard parts carried in
its stores.

     Replacement hard parts sold at the Company's stores include brake shoes,
brake pads, belts, hoses, starters, alternators, batteries, shock absorbers,
struts, CV half shafts, carburetors, transmission parts, clutches, electronic
components, and suspension, chassis and engine parts. The Company also offers
complete engines which are stocked at its distribution center. Other products
include: maintenance items, such as oil, antifreeze, brake and power steering
fluids, engine additives, car paints, protectants and waxes; and accessories,
such as floor mats, seat covers and car stereos and speakers.

     Although an emphasis is placed on brand names, the Company also carries a
number of its own private label products under the "Discount Auto Parts" and
"Power Pak" names. Other private label product names include "Power Force",
"Hydro Force", "Stopping Force", and "Driving Force". Some of the private label
products include hard parts, such as batteries, brakes, water pumps, clutches,
belts; maintenance items, such as motor oil, antifreeze/coolant and windshield
washer fluid. These private label products, which are intended to be of equal
or better quality than comparable brand name products, are packaged
attractively and are priced below comparable brand name products in the store
in order to promote customer interest. For fiscal year 1998, private label
products accounted for approximately 11% of the Company's sales. The Company
expects this percentage to remain fairly static in the future.

PRICE LEADERSHIP

     The Company utilizes an everyday low price strategy with prices that are
generally at or below those of its competitors in the market area served by
each store. The Company's depot stores generally offer even lower pricing than
other Discount Auto Parts stores. Along with everyday low prices, the Company
often runs special promotional pricing on selected products.



                                       7

<PAGE>   8

     In an effort to offer the lowest price to its customers, the Company
continually seeks to reduce the purchasing and distribution costs of its
merchandise. The Company achieves such cost reductions by working with its
vendors to secure product cost savings and other benefits, making volume
purchases and achieving efficiencies in its distribution system and higher
productivity at the store level. The Company believes that its ability to
control costs and thereby maintain price leadership is a key advantage over its
competitors.

     The Company's name "Discount Auto Parts" reinforces the Company's pricing
strategy. The Company promotes both its name and its pricing strategy through
newspaper, direct mail, radio and television advertisements, and through
in-store promotional signage and displays. Most of the Company's stores have a
free-standing highly visible pole or marquee sign promoting special prices and
customer service programs.

LEADING THE DIY MARKET

     The Company's goal is to be the leading DIY specialty retailer of
automotive parts and accessories in every one of its existing markets and new
markets. The Company believes that its ability to achieve market leadership is
dependent upon successful implementation of its operating strategies and
careful selection of new markets and store sites. The Company believes that
market leadership provides higher consumer name recognition and economies of
scale in purchasing, distribution, advertising, marketing and management.

     The Company is the largest DIY specialty retailer of automotive parts and
accessories in Florida. As of June 2, 1998, 351 (78%) of the Company's 452
stores were located in Florida. The Company believes that it has the leading
market share in the state of Florida. The demographics within Florida are
favorable for continued growth. In particular, Florida ranks third in the
nation in the total number of registered cars and light trucks, is the fourth
most populous state and continues to be one of the fastest growing states in
the nation due to its favorable climate.

     The Company's believes that the strength of its market position in Florida
has provided a competitive advantage and a solid foundation for further
expansion into nearby southeastern states including Georgia, Alabama, South
Carolina, Mississippi and Louisiana. These states provide many of the same
favorable conditions and opportunities that are in Florida, which will help the
Company further expand into these states and adjust more quickly to these new
markets.

UTILIZING ADVANCED INFORMATION SYSTEMS

     In order to maintain its competitive position, the Company emphasizes and
continually invests in advanced distribution and information systems. As a
result of continually updating these systems with state of the art equipment,
management believes that the Company has some of the most advanced integrated
distribution and point-of-sale capabilities in its industry. These systems
provide many benefits, including lower distribution and operating costs,
improved in-stock positions at its stores and enhanced customer service. In
addition, during fiscal 1998, the Company completed the implementation of frame
relay technology at its stores. Frame relay is essentially a technology that
provides for enhanced transmission of data between single or multiple
locations. As a result, communications between the Company's stores and
communications between the stores, the distribution center and corporate
headquarters have been improved significantly. The implementation of frame
relay technology is critical to the Company's implementation of a new perpetual
inventory system at the store level which is expected to be completed in fiscal
1999. In addition, the Company plans to continue to upgrade its systems through
the integration of additional related specialized software over the next
several years. All of these changes are designed to serve all functional areas
of the Company and enhance the inventory management and selection processes.

DISTRIBUTION

     The Company's distribution system, which the Company believes utilizes one
of the most advanced inventory management information systems in the industry,
uses computer-aided, laser scanning and wireless technology and interfaces with
the Company's management information systems and point-of-sale system. The
system features computer aided ordering and inventory management, having the
capability to monitor inventory levels and determine store by store product
needs. 



                                       8

<PAGE>   9

     The Company has a warehouse management system referred to as the Wizard
system ("Wizard"). Wizard has continued to improve the Company's efficiency
regarding shipment of merchandise. The system utilizes wireless hand held bar
code scanning terminals which operate in a real time environment and which are
integrated with a racking and flow system featuring conveyers and computerized
sorting devices. These integrated systems enable the Company's team members to
efficiently pick, assemble and palletize merchandise for shipment to individual
stores. All product movement, including receiving, put-away, restock, cycle
counting, picking and shipping, is monitored and tracked by Wizard.

     Stores typically place orders each week which are delivered electronically
to the Company's distribution center. These orders are generally delivered
within 48 hours of receipt on the Company's fleet of trucks and trailers. Over
80% of the Company's stores are currently within six hours of the Company's
distribution center.

     The Company's distribution center was recently expanded to double its
size. The expanded distribution center, which comprises approximately 600,000
square feet, should be capable of serving approximately 675 stores. Additional
office space, support facilities and extensions of the merchandise handling
systems are in the process of being completed. When the expanded center becomes
fully operational in the fall of 1998, the expanded distribution center will
also provide service to the Company's express warehouses, and will be utilized
in the providing of its commercial delivery program.

STORE OPERATIONS

     The Company has point-of-sale computer terminals at all of its stores
which communicate interactively with the Company's distribution and management
systems. These terminals decrease transaction times, reduce register lines and
eliminate labor time previously spent in price labeling of merchandise. In
addition, point-of-sale terminals perform valuable functions for management.
Since these terminals capture sales information at the time of the transaction,
management can generate real time sales reports which assist in-store and
Company-wide planning. The point-of-sale system also has an automated suggested
reordering function which has been instrumental in increasing the store level
in-stock positions. The automation of the re-order process has decreased the
time and labor required for store inventory management.

GROWTH STRATEGIES

CONTINUING NEW STORE OPENINGS

     The Company currently plans to continue with a growth plan to open new
stores both within the state of Florida and in other southeastern states. In
the last five fiscal years, the Company has opened an average of 56 stores per
year including 52 net stores in fiscal 1998. The Company currently plans to
open approximately 75 new stores in fiscal 1999. Over the near term a
significant portion of the Company's growth will continue to be concentrated in
Florida and other southern states. The Company estimates that the Florida
market can support 450 to 500 Discount Auto Parts stores due to Florida's high
population densities, strong economic and population growth and favorable
climate.

     As of August 12, 1998, the Company had opened 15 new stores in fiscal
1999. Also, as of August 12, 1998, 14 new stores were under construction and an
additional 71 sites for new stores had been purchased, leased or were under
contract for acquisition.

     In certain markets, particularly in Florida, the Company has and continues
to open stores in close geographic proximity to other Discount Auto Parts
stores. This operating strategy is meant to establish a competitive position in
each of the DAP's markets as well as to support its strategy of providing the
customer with shopping convenience. Although the new stores tend to attract
sales that would otherwise have been made in other Discount Auto Parts stores,
management believes that the negative impact on comparable store sales is
substantially offset by the Company's ability to leverage costs such as
advertising and store management expenses. Furthermore, the Company believes
that in the long term the increased growth in the Florida population will
support stores that are in close proximity. 




                                       9

<PAGE>   10
     The following table sets forth information concerning increases in the 
number of Discount Auto Parts stores during the past five fiscal years and the 
anticipated increase for fiscal 1999:


<TABLE>
<CAPTION>
                                                                                           PLANNED
                                  1994        1995        1996        1997        1998       1999
                                  ----        ----        ----        ----        ----       ----
<S>                               <C>         <C>         <C>         <C>         <C>      <C>
Beginning Stores                   175         208         248         314         400        452
New Stores(1)                       33          40          66          86          53         75
Stores Closed                        -           -           -           -           1          -
                                   ---         ---         ---         ---         ---        ---
Ending Stores                      208         248         314         400         452        527
                                   ===         ===         ===         ===         ===        ===
</TABLE>


(1)  Does not include stores that opened as relocations of previously existing 
     stores within the same general market area (approximately one mile) or 
     substantial renovations of stores.

     When opening a new store, the Company generally seeks high visibility
sites in high traffic locations (often on corners). Prior to entering new
markets, the Company performs extensive research with key factors including
population, demographics, vehicle profile and number and strength of
competitive stores. The Company generally seeks to open new stores within or
contiguous to existing market areas and attempts to cluster development in new
urban and suburban markets in a relatively short period of time in order to
achieve economies of scale in management, advertising and distribution costs.
The Company also evaluates the potential first year sales return on investment
when determining specific store site locations.

STORE FORMATS AND EXPRESS WAREHOUSES

     Beginning in fiscal 1992 and 1993, the Company developed two types of
store formats: the "mini-depot" and the depot store format. As a result of the
success of these formats in the market, the Company has developed standardized
formats for the development of new stores as either a mini-depot or depot
store. These standardized formats have tended to lower new store operating
costs through increased efficiency and consistency in the selection,
acquisition, design and opening of new stores. As a result, the Company is
modeling new stores according to the standardized formats and using appropriate
elements of these new store formats to remodel existing stores. Since the
initiation of the standardized formats, the Company has converted all of the
existing stores to either the mini depot or depot formats in terms of product
selection.

     Under the standardized store formats, a mini-depot store has approximately
4,400 selling square feet and carries an average of approximately 16,000 SKU's.
The average depot store has approximately 8,800 selling square feet, offers
greater product selection and carries an average of approximately 20,000 SKU's.



                                      10

<PAGE>   11

     The following table indicates certain information about the 452 Discount
Auto Parts stores in operation as June 2, 1998:

<TABLE>
<CAPTION>

                             AVERAGE STOCK          NUMBER OF          TOTAL SELLING
   STORE FORMAT              KEEPING UNITS           STORES           SQUARE FOOTAGE(1)
   ------------              -------------          ---------         -----------------
<S>                          <C>                    <C>               <C>      
Mini-depot                       16,000                429                1,819,000
Depot                            20,000                 23                  188,000
                                                                          ---------
Total selling square footage                                              2,007,000
                                                                          =========
</TABLE>



(1)  Total selling square footage includes normal selling space, but excludes
     office, stockroom, shelving space behind the parts counter, receiving and
     any excess space not utilized in a store's operations space. Such square
     footage also excludes square footage associated with the express
     warehouses.

     In September 1996, in an effort to provide support for product
availability at its stores and to help facilitate the rollout of its commercial
delivery program, the Company developed an express warehouse concept and opened
the first such express warehouse in Orlando, Florida. During fiscal 1998, the
Company opened three additional express warehouses in Tampa, Jacksonville and
South Florida. Each express warehouse carries approximately 32,000 SKU's and
has on average approximately 8,600 square feet of space. The objective of
establishing express warehouses is to provide inventory (primarily replacement
hard parts) support to mini-depot and depot stores within the same geographic
market of the respective express warehouse as well as to support the Company's
commercial delivery program. To date, the express warehouses have been
established utilizing excess space in identified depot stores. In the future,
the plan is to continue using excess depot store space; however, if deemed
appropriate, an express warehouse may be designed as a stand alone facility.
During fiscal 1999, the Company expects to open four additional express
warehouse locations.

     Depot stores are targeted for major metropolitan markets where such stores
can serve densely populated market areas. Depot stores are also utilized as
support locations for nearby mini-depot stores in a hub-and-spoke fashion and,
along with the new express warehouse, offers van delivery for inventory
transfers to other Discount Auto Parts stores. The Company's merchandising
staff also utilizes depot stores to test new products in an effort to help
maximize the success of new SKU additions at mini-depot stores.

CONTINUING TO IMPROVE MERCHANDISING

     One of the Company's growth strategies is to improve its merchandising
concepts, primarily by broadening product selection and emphasizing the sale of
replacement hard parts which generally provide higher gross profit margins. In
fiscal 1995, the Company updated its store plan-o-grams for both of its store
formats to improve merchandise presentation and in-stock positions and to
accommodate a substantial number of additional SKU's. Another resource which
the Company is using to improve merchandising is its point-of-sale system. This
system helps the Company maintain proper inventory levels and provide real time
sales information. The interface of new plan-o-grams with the Company's
point-of-sale system provide a more sophisticated means of inventory control
and management. In turn, these systems are designed to enhance overall sales
and gross margins in each individual store.

     The Company is also in the process of implementing a new perpetual
inventory system at its stores. The new system is expected to be completely
rolled out in fiscal 1999. As a result, the Company will have even more
enhanced information to determine proper individual store merchandise and
inventory levels. These enhancements coupled with the establishment of express
warehouses in selected metropolitan markets, should enable the Company to
improve its overall inventory turnover. 


                                11

<PAGE>   12

     Although each Discount Auto Parts store carries the same basic product
lines, each Division Manager with input from individual store managers, has
certain abilities to adapt product mix based on the specific needs of the
market area served by the stores.

COMMERCIAL MARKET BUSINESS

     The Company began the rollout of a commercial delivery service in the
third quarter of fiscal 1998. Under the Company's commercial delivery service
program, commercial customers (such as auto service centers, commercial
mechanics, garages and the like) can establish commercial accounts with the
Company and order automotive parts from the Company, with such parts being
delivered from, or being available for pick up at, nearby Discount Auto Parts
stores. During fiscal 1998, the Company's entry into the commercial delivery
market required total capital expenditures of approximately $3.6 million. In
addition, the commercial delivery program can be expected to require the
Company to extend trade credit to certain of the commercial account customers
in the ordinary course of business. The extension of such trade credit will
increase the capital requirements associated with the rollout of the program
and will expose the Company to credit risk from uncollectible accounts. The
Company has established systems designed to manage and control such credit
risk. The amount of capital that is needed for extension of trade credit will
be dependent in large part upon the success of the commercial delivery service
roll-out and how quickly the commercial business develops. Because this is a
relatively new aspect of the auto parts supply business for the Company, there
are risks associated with the Company's entry into this new aspect of the
business and there can be no assurance if and/or when the commercial delivery
service business will be profitable or whether the Company will experience any
financial or other challenges in managing and controlling the credit risk.

STORE OPERATIONS

STORE DESIGN AND VISUAL MERCHANDISING

     The Company seeks to design and build stores with a high visual impact.
The Company's stores are generally free-standing buildings situated in highly
visible locations and are designed to provide easy access and ample parking.
The Company utilizes colorful exterior signage which display the "Discount Auto
Parts" name and advertise current product specials. In-store signage and
special displays are used to aid customers in locating merchandise and
promoting products. The inside of the stores is organized by department in an
attractive and brightly lit store environment which makes it easy to locate
merchandise. The Company employs a plan-o-grammed store layout system designed
to maximize sales in a generally consistent merchandise presentation in all of
its stores.

     Stores are designed to maximize selling space, keeping most of the
merchandise within view of the customer. The majority of the selling space
contains gondolas for automotive replacement parts, maintenance items and
accessories, with selected merchandise featured at the ends of the aisles, at
the cash register areas and in other high traffic and visibility areas. All
stores have a hard parts counter that is staffed by knowledgeable,
customer-service oriented team members. All of the stores have computerized
parts catalogs located at the hard parts counter that provide parts information
based on the make, model and year of an automobile.

     The Company believes that continually improving and upgrading the
appearance of its stores increases sales per store. As market conditions
warrant, Discount Auto Parts relocates or substantially renovates existing
stores. Stores are relocated primarily to secure improved site locations and to
expand store size. In addition, some stores are increased in size in connection
with renovations. The Company considers a store to have been substantially
renovated when it has spent more than $70,000 on store improvements other than
for ordinary course of business maintenance and upkeep expenses.



                                      12

<PAGE>   13

STORE TEAM MEMBERS

     A typical mini-depot format store employs 8 to 10 team members and a
typical depot format store employs 15 to 20 team members. Each store employs a
manager, one or two assistant managers, a team leader and additional full and
part-time team members.

     Each store manager's incentive compensation is based upon the performance
of his or her store vis-a-vis the average Company store. Store managers are
reviewed quarterly on sales levels, gross margins and operating margin. This
review and compensation program attempts to align the goals of the Company's
store managers with those of senior management (i.e., primarily increased same
store sales, stable gross margins and selling, general and administrative
expense control).

     The Company supervises store operations primarily through its Vice
President of Operations and 26 Division Managers, each of whom supervises
between 13 and 26 stores. The Vice President of Operations in turn reports to
William C. Perkins, the Company's President and Chief Operating Officer.

     Purchasing, merchandising, advertising, accounting, cash management and
other store support functions are provided by the Company's corporate
headquarters. The Company believes that relieving store managers of primary
responsibility for these functions allows them more time to focus on customer
service and the execution of the Company's in-store merchandising and marketing
strategies.

DIMENSIONS OF EXCELLENCE REVIEWS

     The Company prides itself on continuous store improvement and an overall
high level of customer service. To assure these standards, the Company conducts
"dimensions of excellence" reviews of each of its stores twice each year in
order to evaluate the stores' operations. Each dimensions of excellence review
encompasses a comprehensive itinerary of store characteristics and performance
criteria. The dimensions of excellence teams are made up of store managers from
other districts selected based on their success as managers and their depth of
experience, as well as members of senior management from the Company's
headquarters.

     The Company also has a program whereby each week members of the senior
management team visit several of the Company's stores to monitor operations. In
addition, every store is generally visited weekly by a division manager. All of
these review programs help insure that the Company's stores are being
maintained in accordance with the Company's standards of excellence.

PURCHASING AND DISTRIBUTION

     Merchandise is selected and purchased for all stores at the Company's
headquarters. Approximately 94% of the Company's merchandise is shipped by
vendors to the Company's distribution center located in Lakeland, Florida.
Deliveries are usually made to individual stores on a weekly basis by the
Company's fleet of trucks and trailers.

     In fiscal 1998, the Company purchased products from over 400 suppliers.
During fiscal 1998, the Company's ten largest suppliers accounted for
approximately 31% of the Company's purchases but no single supplier accounted
for more than 6% of total purchases. During fiscal 1996 and 1997 the Company's
ten largest suppliers accounted for approximately 38% and 28%, respectively, of
the Company's total inventory purchases.

     The Company believes that its relationships with its suppliers are
excellent. The Company also believes that alternative sources of supply exist
(and in some cases such relationships are maintained on a smaller scale), at
similar cost and on similar terms, for substantially all types of products
sold.



                                      13

<PAGE>   14

     Automotive replacement parts manufacturers generally accept obsolete
inventory for return credit on an annual or more frequent basis. The Company
has historically not incurred any significant losses as a result of slow moving
or obsolete inventory.

ADVERTISING AND PROMOTION

     The Company uses various methods to promote its products, including
newspaper, direct mail, radio and television, in-store banners, displays and
promotions. The Company also uses sales incentives and price based promotions
to advertise its products. In addition, the Company believes that DIY customers
are also strongly influenced by "word of mouth" recommendations from satisfied
customers. The Company also works closely with its suppliers in order to
promote its products. The Company views its suppliers as an important element
of the advertising and operating process. The suppliers, in turn, provide
certain benefits to the Company, such as volume discounts, rebates, credits,
return allowances, cooperative advertising and signage assistance programs. The
suppliers also provide product knowledge and training and education which
assist the Company's team members in providing excellent customer service.

COMPETITION

     Both the retail and commercial delivery automotive parts aftermarket are
highly competitive. Automotive products similar or identical to those available
at the Company's stores are generally available from a variety of different
competitors in the communities served by Discount Auto Parts stores. The number
of competitors and the level of competition faced by Discount Auto Parts stores
varies by market area. The principal competitive factors which affect the
Company's business are store location, customer service, product selection,
product quality, timeliness of commercial deliveries and price. In the state of
Florida, the Company operates the largest specialty retail chain offering
automotive replacement parts, maintenance items and accessories to the DIY
consumer. The Company competes in its various markets with a number of local,
regional and national automotive retail chains including Auto Zone, Pep Boys,
Western Auto, One Stop, Advance Auto, and Automotive One. To a lesser extent,
the Company's stores also compete with automotive wholesalers or jobbers such
as NAPA, Big A and Steego and, in certain product categories, such as
batteries, oil, filters and accessories, mass merchandisers such as Wal-Mart,
Target and Kmart. In the commercial delivery program, the Company competes with
many of those same companies.

     Although the Company believes that it competes effectively in its various
markets, certain of its competitors, or their parent organizations, are larger
in terms of sales volume, have access to greater capital and management
resources, or have been operating longer in particular market areas.

TEAM MEMBERS

     As of June 2, 1998, the Company employed 4,350 team members, 3,328 of whom
were full-time team members. Approximately 86% of the Company's team members
are employed in stores or in direct field supervision, while 14% work in the
distribution center and/or in corporate and support functions.

     The Company has no collective bargaining agreements covering any of its
team members, has never experienced any material labor disruption and is
unaware of any present efforts or plans to organize its team members. The
Company believes that its relations with its team members are excellent.




                                      14

<PAGE>   15

TRADEMARKS

     The Company believes that its name, distinctive lettering and eye-catching
store exteriors are important to its operating strategy but that the Company's
business is not otherwise dependent on any patent, trademark, service mark or
copyright. The Company is not aware of any infringing uses or, any assertion of
infringing uses in any of its current market areas that, in the opinion of the
Company, could materially affect the Company's use of its name and trade dress
described above.

ITEM 2.  PROPERTIES

DISTRIBUTION CENTER AND HEADQUARTERS

     The Company's distribution center, which also houses its headquarters and
administrative offices, is located in one consolidated building in Lakeland,
Florida on property owned by the Company. The facilities (including parking
areas),which occupy substantially all of the Company owned 31.5 acre tract, are
located in an industrial park area, fronting Interstate 4, the east-west
expressway that cuts across central Florida. Over 80% of the Company's stores
are within a six-hour drive of the distribution center. The property has the
potential to be modified to provide direct rail access.

     The Company's distribution center was recently expanded to double its
size. The expanded distribution center, which comprises approximately 600,000
square feet, should be capable of serving approximately 675 stores. The
distribution center was designed with a 30-foot clear span allowing for a total
of 16 million cubic feet of storage space. Additional office space, support
facilities and extensions of the merchandise handling systems are in the
process of being completed. When the expanded center becomes fully operational
in the fall of 1998, the expanded distribution center will also provide service
to the Company's express warehouses, and will be utilized to support its
commercial delivery program.

     The Company is also currently leasing an additional 42,000 square feet of
warehouse space approximately one mile from the existing distribution center
through December 1998.

DISCOUNT AUTO PARTS STORES

     Discount Auto Parts stores are located throughout Florida, Georgia,
Alabama, South Carolina, Mississippi and Louisiana. The Company adheres to a
strategy of owning the vast majority of its store locations and currently owns
approximately 92% of its locations. Management believes that this strategy
maximizes the Company's real estate flexibility, as well as controls operating
costs.

The following table sets forth certain information about the Company's
current ownership and leasehold interests in its stores as of June 2, 1998:

<TABLE>
<CAPTION>
          NATURE OF COMPANY'S INTEREST                         NUMBER OF STORES
          ----------------------------                         ----------------
<S>                                                            <C>
          Own land and buildings                                     416
          Lease land and/or buildings                                 36
                                                                   ------
                    TOTAL                                            452
                                                                   ======
</TABLE>



                                      15


<PAGE>   16

     Certain of the stores in which the Company has an ownership interest are
affected by credit facilities or mortgages on which the total unpaid principal
balance as of June 2, 1998, was approximately $9.6 million. These borrowings,
which are to be repaid in aggregate annual installments of $2.4 million, accrue
interest at rates ranging between 9.8% and 10.11% per annum.

     Most of the Company's leases provide for the payment of a fixed rent, plus
increases in ad valorem taxes, insurance and maintenance costs. The leases are
generally for a term of five years, with the Company having the right to renew
for one or more additional five-year terms. The leases in existence at the
close of fiscal 1998 will expire between 1999 and 2003 (not including
renewals). The Company will continue to evaluate additional lease alternatives
as market conditions dictate.

ITEM 3.  LEGAL PROCEEDINGS

Airgas, Inc., Airgas Management, Inc., and Airgas Speciality Gases, Inc.,
vs. Discount Auto Parts, Inc., Brad Davis, JLM Enterprises, Inc. d/b/a Autoplex
Parts, Jerral L. Mayes, Sr., William D. Morris, and John Does 1-100. United
States District Court for the Southern District of Georgia, Civil Division,
Civil Action CV 497-32.

     In February 1997, a complaint was filed by Airgas, Inc. and certain Airgas
affiliates against several defendants, including the Company and one of its
employees. The complaint alleged, among other things, that the Company took
part in a conspiracy with other companies and individuals unrelated to Discount
Auto Parts to defraud Airgas in connection with commercial sales of refrigerant
R-12 (freon) and sought compensatory damages in excess of $20 million, treble
damages and other relief totaling in excess of $80 million.

     Effective July 26, 1997, the Company entered into a Compromise and
Settlement Agreement (the "Settlement Agreement") with Airgas and its
affiliates, the other defendants, and certain other parties. Under the terms of
the Settlement Agreement, the Company purchased from Airgas Specialty Gases, on
an "as is, where is" basis, approximately 6,500 cylinders believed to contain
an alternative to R-12 refrigerant for an aggregate price of $4.0 million,
which represents a price that was believed by the Company to be approximately
$3.6 million in excess of the then current market value of such product. In
addition, the Company paid an additional $13.0 million to Airgas Specialty
Gases.

     As a separate but related part of the Settlement Agreement, the Company
paid $500,000 to the bankruptcy estate of Refrigeration Station, Inc. (RSI) to
settle any claims, including claims of preference, that the RSI bankruptcy
estate might have asserted against the Company and purchased from the
bankruptcy estate approximately 7,200 cylinders of merchantable Freeze 12
refrigerant (an R-12 alternative), for an additional $1.0 million (believed to
have a bulk sale value of approximately $600,000).

     Pursuant to the terms of the Settlement Agreement, Discount Auto Parts,
Airgas, the RSI bankruptcy estate, the other defendants and certain other
parties exchanged mutual releases of all claims and issues between them. In the
Settlement Agreement, there was no finding or admission of wrongdoing on the
part of Discount Auto Parts.

     The Company is presently involved in litigation with its insurance carrier
pursuant to which the Company is seeking recovery under its insurance policy of
certain amounts incurred in connection with the Airgas litigation and the
settlement thereof. The ultimate outcome of such litigation or an estimate of
the amount of potential insurance recoveries, if any, cannot be determined at
this time. No benefit for any recovery which may result has been reflected in
the Company's fiscal 1998 financial statements.



                                      16

<PAGE>   17



     In addition to the Airgas litigation, certain federal investigations into
the subject matter of this litigation are ongoing. In particular, federal grand
jury proceedings in Savannah, Georgia in which the Company had been called upon
to respond to subpoenas may be continuing and the Company is aware that the SEC
has commenced its own informal investigation. In connection with these
proceedings, the Company intends to continue its cooperation.

Dexter Carson, et. al. vs. Discount Auto Parts, Inc., et. al., United
States District Court for the Southern District of Florida, Case No.
96-08833-CIV-HURLEY, Southern District of Florida

     This action involves a lawsuit which was filed in the United States
District Court for the Southern District of Florida arising out of the
employment of the Plaintiffs and alleged incidents which occurred at various
Discount Auto stores. The action seeks damages and other relief as a result of
alleged discrimination under both federal and state laws, violations of the
Florida Whistleblower law, negligent misrepresentations, fraudulent
misrepresentations, negligence-personal injuries and gross negligence-personal
injuries. The Company filed numerous motions, including a Motion to Dismiss and
a Motion to Strike. On May 19, 1998, the court entered an Order Granting in
Part the Company's Motion to Dismiss and Severing Plaintiffs From Case And
Dismissing Selected Claims Without Prejudice. The order dismissed nine of the
eleven plaintiffs and left only Carson and Williamson's case remaining. The
plaintiffs filed a notice to appeal the judge's order, which they subsequently
voluntarily dismissed. The Company intends to vigorously oppose the Carson and
Williamson case. It is not clear whether the plaintiffs who have been dismissed
from the case will refile.

Automotive Supply Company vs. Discount Auto Parts et al., United States
District Court for the Central District of California, Case No. CV 98-0275 CAS
(VAPx).

     On or about December 9, 1997, a complaint was filed in California against
the Company by Automotive Supply Company alleging, among other things, breach
of contract, account stated, breach of implied covenant of good faith and fair
dealing, fraud and negligent misrepresentation, all in connection with the
supply by Automotive Supply Company of rotating electrical parts to the
Company. Although the complaint was initially filed in Superior Court, the
Company successfully removed the action to federal district court. The
complaint seeks compensatory damages in excess of $16,000,000 as well as
punitive and exemplary damages. The Company believes the claims in the
complaint are without merit and intends to defend the action vigorously. The
Company has filed an answer denying the essential allegations in the complaint
and, by way of a counterclaim, is seeking to recover amounts the Company
asserts it is owed by Automotive Supply Company as well as amounts representing
other damages the Company has suffered as a result of Automotive Supply
Company's own actions. Discovery has commenced and is continuing.

     Discount Auto Parts is not a party to any other legal proceedings, other
than various claims and lawsuits arising in the normal course of the Company's
business. The Company does not believe that such claims and lawsuits,
individually or in the aggregate, will have a material adverse effect on its
financial condition or results of operations.


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

None.



                                      17

<PAGE>   18

                                    PART II

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

     The Company's Common Stock is listed on the New York Stock Exchange.
Information included under the caption "Common Stock Price Range" and "Number
of Stockholders" on page 36 of the Company's 1998 Annual Report to Stockholders
are incorporated herein by reference.

     Since the initial public offering, the Company has not paid any cash
dividends. The Company does not intend to pay any cash dividends for the
foreseeable future and intends to retain earnings, if any, for the future
operation and expansion of the Company's business. Any determination to pay
dividends in the future will be at the discretion of the Company's Board of
Directors and will be dependent upon the Company's results of operations,
financial condition, contractual restrictions and other factors deemed relevant
by the Board of Directors. The Company's existing credit facilities contain
restrictions on the payment of cash dividends on the Common Stock. At June 2,
1998, approximately $36.9 million of the Company's retained earnings were
available for dividend distribution.

ITEM 6.  SELECTED FINANCIAL DATA

     Information under the caption "Selected Financial Data" on page 13 of the
Company's 1998 Annual Report to Stockholders is incorporated herein by
reference.

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

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, the income
statement data and the percentage of the Company's net sales represented by
each line item presented:

<TABLE>
<CAPTION>

                                                                   FISCAL YEAR ENDED                  
                                               ---------------------------------------------------------
                                                 JUNE 2              JUNE 3              MAY 28 
                                                  1998      %         1997      %         1996      %
                                               -----------------   -----------------   -----------------
                                                                 (Dollars in thousands) 
<S>                                            <C>        <C>      <C>        <C>      <C>        <C>   
Net sales                                      $ 447,491  100.0%   $ 405,186  100.0%   $ 307,476  100.0%
Cost of sales, including distribution costs      271,404   60.7      256,646   63.3      186,917   60.8
                                               ----------------    ----------------    ----------------
  Gross profit                                   176,087   39.3      148,540   36.7      120,559   39.2
Selling, general and administrative expenses     124,125   27.7      101,336   25.0       80,090   26.0
                                               ----------------    ----------------    ----------------
  Income from operations                          51,962   11.6       47,204   11.7       40,469   13.2
Litigation settlement                                  -      -      (20,545)  (5.1)           -      -
Other income, net                                  2,434     .6          187      -        1,164     .4
Interest expense                                 (10,203)  (2.3)      (6,125)  (1.5)      (5,078)  (1.7)
                                               ----------------    ----------------    ----------------
Income before income taxes                        44,193    9.9       20,721    5.1       36,555   11.9
Income taxes                                      17,013    3.8        7,980    2.0       14,092    4.6
                                               ----------------    ----------------    ----------------
Net income                                     $  27,180    6.1%   $  12,741    3.1%   $  22,463    7.3%
                                               ================    ================    ================
</TABLE>




                                      18

<PAGE>   19

FISCAL 1998 COMPARED TO FISCAL 1997

     Net sales for the fifty-two week period ended June 2, 1998 increased $42.3
million, or 10.4%, over net sales for the fifty-three week period ended June 3,
1997. Commercial sales of R-12 freon represented approximately $32.7 million or
8.1% of the total sales for fiscal 1997. Such commercial sales were negligible
for fiscal 1998. Excluding the impact of such commercial sales and the extra
week in fiscal 1997, traditional DIY retail sales for fiscal 1998 increased
22.5% over the comparable fiscal 1997 period. Traditional DIY comparable store
sales increased 7.7% for fiscal 1998 as compared to fiscal 1997, after
excluding the effect of the extra week. When including commercial sales of
freon in comparable store sales for fiscal 1997, comparable store sales would
have reflected a decrease of 1.9% for fiscal 1998. The remaining increase in
net sales from the Company's core operations was attributable to approximately
$83.1 million in sales from new stores opened since the beginning of fiscal
1997. As of June 2, 1998, the Company had 452 stores in operation compared to
400 at the end of fiscal 1997.

     Gross profit for the fifty-two week period ended June 2, 1998 was $176.1
million, or 39.3% of net sales, compared with $148.5 million, or 36.7% for
fiscal 1997. The improvement in gross margins for fiscal 1998 was due in part
to the higher level of commercial sales of R-12 freon in the fiscal 1997
comparable period, which generally had lower gross margins due to the product's
commodity nature. Excluding the impact of commercial freon sales in fiscal
1997, the gross margin would have been 38.0% for fiscal 1997. The remaining
improvement in gross margin for fiscal 1998 was primarily attributable to lower
product costs and modifications to the Company's merchandising strategy.

     Selling, general and administrative ("SG&A") expenses for fiscal 1998
increased by $22.8 million over such expenses for fiscal 1997, and increased as
a percentage of net sales from 25.0% in fiscal 1997 to 27.7% in fiscal 1998.
The increase was primarily the result of higher levels of commercial sales of
R-12 freon in fiscal 1997. Such commercial sales generally had very limited
associated SG&A expenses. Excluding the commercial sales of R-12 freon, SG&A
expenses as a percentage of sales for fiscal 1997 would have been 27.2%. After
the exclusion of such sales, the increase in SG&A expense as a percentage of
sales for fiscal 1998 was primarily attributable to expenses incurred in the
development and rollout of the Company's commercial delivery program.

     Income from operations for fiscal 1998 increased 10.1% to $52.0 million as
compared to $47.2 million for fiscal 1997. Income from operations for fiscal
1997 include earnings associated with commercial sales of freon while similar
sales generally were not made in fiscal 1998. The fiscal 1997 income from
operations also reflects an extra week of results. When excluding the impact of
such commercial sales and the effects of the extra week of operations in the
fiscal 1997 period, traditional DIY operating income (which reflects operating
income exclusive of commercial freon sales and associated cost of sales)
increased 31.6% for fiscal 1998 over the fiscal 1997 results.

     As further discussed in Note 9 of the Notes to Consolidated Financial
Statements, the Company reached an agreement in July 1997 to settle a lawsuit
brought by Airgas, Inc. and certain Airgas affiliates against several
defendants, including the Company and one of its employees. As a result of the
settlement, the Company recorded a pre-tax charge of $20.5 million in the
fourth quarter of fiscal 1997. The charge reflects the payments made pursuant
to the terms of the actual settlement plus associated legal and professional
fees.

     Other income for fiscal 1998 primarily includes a $4.0 million fee
received from the termination of the proposed acquisition of Hi-Lo Automotive,
Inc., less related expenses.




                                      19

<PAGE>   20

     Interest expense for fiscal 1998 was $10.2 million as compared to $6.1
million for fiscal 1997. The increase for fiscal 1998 was primarily the result
of increased borrowings associated with new store growth, the expansion of the
Company's existing distribution center, and the September 1997 funding of the
amounts due pursuant to the terms of the settlement agreement with Airgas.

     The Company's effective tax rate for both fiscal 1998 and fiscal 1997 was
38.5%.

     Primarily as a result of the foregoing, net income for fiscal 1998 was
$27.2 million or $1.63 per diluted share as compared to $12.7 million or $.77
per diluted share reported for fiscal 1997.

FISCAL 1997 COMPARED TO FISCAL 1996

     Net sales for the fifty-three week period ended June 3, 1997 increased
$97.7 million, or 31.8%, over net sales for the fifty-two week period ended May
28, 1996. Commercial sales of R-12 freon represented approximately $32.7
million or 8.1% of the total sales for fiscal 1997. Net sales for the
fifty-three weeks ended June 3, 1997 from the Company's core retail store
operations increased $67.7 million or 22.2% over the fifty-two week period
ended May 28,1996. Comparable store sales from the Company's core retail store
operations decreased by .6% for fiscal 1997 on a comparable week basis, when
excluding commercial sales of R-12 freon. When including such sales, comparable
store sales increased 9.7% for fiscal 1997 on a comparable week basis as
compared to fiscal 1996. The remaining increase in net sales from the Company's
core operations was attributable to approximately $84.0 million in sales from
new stores opened since the beginning of fiscal 1996. As of June 3, 1997, the
Company had 400 stores in operation compared to 314 at the end of fiscal 1996.

     Gross profit for the fifty-three week period ended June 3, 1997 was $148.5
million, or 36.7% of net sales compared with $120.6 million, or 39.2% of net
sales for fiscal 1996. The lower gross profit percentage for fiscal 1997 was
primarily the result of increased revenues associated with commercial sales of
R-12 freon in fiscal 1997, which generally tend to have lower gross margins due
to the product's commodity nature. Excluding the impact of commercial freon
sales in fiscal 1997, the gross margin would have been 38.0% for fiscal 1997.
The reduction in fiscal 1997 traditional DIY gross margin was primarily the
result of the continuing effects of the decrease in retail pricing which
occurred late in the fourth quarter of fiscal 1996 and higher promotional
markdowns which resulted from increased advertising efforts in the second half
of fiscal 1997.

     SG&A expenses for fiscal 1997 increased by $21.2 million over such
expenses for fiscal 1996, and decreased as a percentage of net sales to 25.0%
from 26.0%. This decrease was primarily the result of the impact of the higher
levels of commercial sales of R-12 freon in fiscal 1997, which had relatively
low SG&A expenses. The decrease was offset in part by an increase in net
advertising expense.

     As further discussed in Note 9 of the Notes to Consolidated Financial
Statements, the Company reached an agreement in July 1997 to settle a lawsuit
brought by Airgas, Inc. and certain Airgas affiliates against several
defendants, including the Company and one of its employees. As a result of the
settlement, the Company recorded a pre-tax charge of $20.5 million in the
fourth quarter of fiscal 1997. The charge reflects the payments made pursuant
to the terms of the actual settlement plus associated legal and professional
fees.

     Other income primarily includes gains and losses on real estate disposals
and interest income. The decrease in fiscal 1997 in other income is primarily
attributable to the lower amount of net real estate gains of approximately
$100,000 in fiscal 1997 as compared to $1.5 million of net real estate gains in
fiscal 1996.




                                      20

<PAGE>   21

     Interest expense for fiscal 1997 was $6.1 million as compared to $5.1
million for fiscal 1996. The increase for fiscal 1997 was primarily the result
of increased average borrowings associated with new store growth.

     The Company's effective tax rate for fiscal 1997 was 38.5% as compared
with 38.6% in fiscal 1996.

     After reflecting the charge associated with the Airgas litigation
settlement, net income for fiscal 1997 was $12.7 million or $.77 per diluted
share as compared to $22.5 million or $1.44 per diluted share reported for
fiscal 1996. Excluding the impact of the litigation settlement and all related
expenses, net income would have been $25.6 million or $1.54 per diluted share
for fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $14.5 million in fiscal
1998, $8.7 million in fiscal 1997 and $22.8 million in fiscal 1996. The overall
decrease in net cash provided by operating activities in fiscal 1998 as
compared to net cash provided by operating activities in fiscal 1996 was
primarily the result of the funding of the Airgas settlement in fiscal 1998.
The increase in fiscal 1998 as compared to fiscal 1997 was principally the
result of an increase in net income, substantial deferred income tax expense in
fiscal 1998 as compared to a deferred income tax benefit in fiscal 1997,
inventory growth in fiscal 1998 at a level substantially less than in fiscal
1997, an increase in the amount of depreciation and an increase in current
liabilities, offset in part by the funding of the Airgas settlement, a decrease
in the amount of increase in accounts payable and additional increases in the
amounts of prepaid expenses and other current assets.

     Capital expenditures for fiscal 1998 were $64.6 million as compared to
$70.2 million in fiscal 1997 and $52.2 million in fiscal 1996. The majority of
the fiscal 1998 capital expenditures related to the 53 new stores opened during
that period and costs associated with a major expansion of the Company's
distribution center, which involves an increase of the Company's existing
distribution center from approximately 300,000 square feet to approximately
600,000 square feet. Most of the expansion project has been completed and the
balance of the project is principally a significant addition of office space.
The total cost of the expansion is estimated to be approximately $20 to $22
million. Through June 2, 1998 the Company has spent approximately $12.0 million
on the distribution center expansion project.

     The Company also began the rollout of a commercial delivery service in the
third quarter of fiscal 1998. The Company's commercial delivery service
consists of a program whereby commercial customers (such as auto service
centers, commercial mechanics, garages and the like) establish commercial
accounts with the Company and order automotive parts from the Company with such
parts being delivered from, or picked up from, nearby Discount Auto Parts
stores. During fiscal 1998, the Company's entry into the commercial delivery
market involved total capital expenditures of approximately $3.6 million. In
addition, the commercial delivery program has required, and can be expected to
continue to require, the Company to extend trade credit to certain of the
commercial account customers in the ordinary course of business. The extension
of such trade credit increases the capital requirements associated with the
rollout of the program and exposes the Company to credit risk and the
associated loss attributable to uncollectible accounts. The Company has
established systems to manage and control such credit risk. The amount of
capital that is needed for extension of trade credit will be dependent in large
part upon the success of the commercial delivery service roll-out and how
quickly the commercial business develops. Because this is a relatively new
aspect of the auto parts supply business for the Company, there are risks
associated with the Company's entry into this new aspect of the business and
there can be no assurance as to if and/or when the commercial delivery service
business will be profitable or as to whether the Company will experience any
financial or other challenges in managing and controlling the credit risk.




                                      21

<PAGE>   22

     The Company anticipates that total capital expenditures for fiscal 1999,
including the costs associated with the addition of approximately 75 new
stores, the distribution center expansion and the working capital costs
associated with the roll-out of the commercial delivery service, will be in the
range of $70 million to $80 million.

     The Company's credit facilities are disclosed in Note 3 of the Notes to
Consolidated Financial Statements. As of June 2, 1998, the Company had $71.5
million of additional availability under its existing revolving credit
agreement with a syndicate of banks.

     The Company has historically been able to finance most of its new store
growth through unsecured lines of credit and medium and longer term mortgage
financing provided by banks and other institutional lenders, and through cash
flow from operations. Consistent with its historical practice, the Company
expects to finance both its short and long-term liquidity needs for new store
growth, as to land and buildings, primarily through these lines of credit and
mortgage financing (renewals and replacements thereof), and as to equipment and
fixtures, primarily through cash flow from operations.

     The Company's new store development program also requires significant
working capital, principally for inventories. The Company has historically used
trade credit to partially finance new store inventories and has been successful
in negotiating extended payment terms and incentives from many suppliers
through volume purchases. The Company believes that it will be able to continue
financing some of its inventory growth through the extension of favorable
payment terms and incentives from its vendors, but there can be no assurance
that the Company will be successful in doing so. The additional funding for
inventory expansion has been provided in large part from cash flow from
operations.

     As of June 2, 1998, 36 or 8.0% of the Company's stores were leased.
Although the Company generally anticipates a similar own/lease percentage
relationship for new stores in the future, the Company may explore
opportunities which could lead to increases in this percentage.

     The Company believes that the expected cash flows from operations,
available bank borrowings and trade credit, will be sufficient to fund both
short term and long term capital and liquidity needs of the Company.

INFLATION AND SEASONALITY

     The Company does not believe its operations have been materially affected
by inflation. The Company has been successful, in many cases, in reducing the
effects of merchandise cost increases principally by taking advantage of vendor
incentive programs, economies of scale resulting from increased volumes of
purchases, and selective forward buying.

     Although sales have historically been somewhat higher in the Company's
fourth quarter (March through May), the Company does not consider its business
to be seasonal.

YEAR 2000

     Management has developed a plan to modify the Company's information
technology to recognize the year 2000 and has begun converting critical data
processing systems. The Company's Year 2000 initiative is being managed by a
team of internal staff and management. Management currently expects the project
to be substantially complete by early 1999 and that the cost of the Year 2000
initiative, principally including internal costs, will not be material to the
Company's results of operations or financial position. Furthermore, this
project is not expected to have a significant effect on operations. 




                                      22


<PAGE>   23

FORWARD LOOKING STATEMENTS

     The Management's Discussion and Analysis of Financial Condition and
Results of Operations discussion contains forward looking statements which
reflect the current views of the Company with respect to certain events that
could have an effect on the Company's future financial performance. These
statements include the words "anticipates", "expects", "expected", and
"believes", variations of such words and similar expressions which are intended
to identify such forward looking statements. Any such forward-looking
statements are subject to various risks and uncertainties that could cause
actual results to differ materially from historical results or those currently
anticipated.

The future operating results of the Company may be affected by a number of
factors, including without limitation the following:

COMPETITION: The Company operates in a highly competitive marketplace
(particularly in Florida), in which it competes primarily with national and
regional auto parts chains, wholesalers or jobber stores (some of which are
associated with national auto parts distributors or associations), automobile
dealers and mass merchandisers that carry automotive replacement parts,
products and accessories. Some of the Company's current and potential
competitors are larger and have greater financial resources than the Company.

STORE GROWTH: An important part of the Company's business plan is an
aggressive store growth strategy. There can be no assurance that the Company
will be able to identify, lease and/or acquire favorable store sites, hire and
train team members, and adapt its management and operational systems to the
extent necessary to fulfill its expansion plans. The failure to open new stores
in accordance with its growth plans could have an adverse impact on the
Company's future performance.

EARNINGS GROWTH: The Company has experienced, and may experience in the
future, fluctuations in its quarterly operating results. Moreover, there can be
no assurance that Discount Auto Parts will be able to realize sales and
earnings growth in any particular quarter consistent with its past performance
or with investors' expectations. Factors such as the number of new store
openings, extent of the market demand for auto parts, availability of inventory
supply, propriety of inventory mix, adequacy and perception of customer
service, product quality and defect experience, availability of and ability to
take advantage of vendor pricing programs and incentives, rate of new store
openings, cannibalization of store sites, mix of types of merchandise sold,
governmental regulation, new store development, performance of information
systems, effectiveness of deliveries from the distribution center, ability to
hire, train and retain qualified team members, availability of quality store
sites, ability to complete timely expansion of the distribution center, ability
to successfully roll-out the commercial delivery service, credit risk
associated with the commercial delivery service, environmental risks,
availability of expanded and extended credit facilities, legal expenses
associated with material matters and disputes, expenses associated with
investigations concerning freon matters, potential for liability with respect
to these matters and other risks could contribute to this quarterly
variability.

EFFECTIVE UPGRADING OF SYSTEMS: The growth in the Company's business has
placed significant demand on the management and operational systems of the
Company. To manage its growth effectively, the Company will be required to
continue to upgrade its operational and financial systems, expand its
management team and increase and manage its team members. There can be no
assurance that such upgrades and expansions will be effectuated successfully,
on a timely basis and/or without disruption.




                                      23

<PAGE>   24

DISPUTES AND INVESTIGATIONS: In the normal course of business, the Company
is subject to regulations, proceedings, lawsuits, claims and other matters,
including matters under laws and regulations related to the environment and
health and safety, among others. In particular, certain federal investigations
are currently ongoing with respect to the matters which were the subject of the
Company's settlement with Airgas and certain Airgas affiliates. These matters
and any other matters that may be pending or may arise in the future are
subject to the resolution of many uncertainties, and accordingly, outcomes are
not predictable with any assurance. Although the Company believes that amounts
provided in its financial statements and its reserves are currently adequate in
light of the probable and estimable liabilities, there can be no assurance that
the amounts required to discharge alleged liabilities from lawsuits, claims and
other legal proceedings will not materially impact future operating results.

VENDOR RELATIONSHIPS: The Company's business is dependent upon close
relationships with its vendors at favorable prices and on favorable terms,
including those offered through financial incentives such as cooperative
advertising arrangements and other marketing incentive programs and
non-financial benefits such as improved packaging and distribution
accommodations. A disruption of these vendor relationships could adversely
affect the Company's business.

LIQUIDITY: The Company's business continues to be capital intensive. It
continues to be the Company's preference to own rather than lease store
locations. Additionally, the expansion of the Company's headquarters and main
distribution facility, its entrance into the commercial delivery market, and
the continued plans for upgrading its information systems to more efficiently
run the business will continue to require capital. Accordingly, the Company
will require substantial capital expenditures to fund these items during the
next several years in order to achieve its operating and expansion plans.
Although the Company believes that its existing credit facilities coupled with
anticipated cash flow from operations will be sufficient to fund the Company'
anticipated capital expenditures over the next several years, there can be no
assurance that such amounts will be sufficient or that the Company will be able
to obtain additional financing on acceptable terms.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Financial Statements of Discount Auto Parts, Inc. together with the
report thereon of Ernst & Young LLP, appearing on pages 20 through 33 and page
35 of the Company's 1998 Annual Report to Stockholders is incorporated herein
by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information contained under the captions "Election of Directors" and
"Executive Officers" on page 2 and page 9 of the Company's Proxy Statement for
the 1998 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     Information contained under the caption "Executive Compensation" on pages
10 through 11 of the Company's Proxy Statement for its 1998 Annual Meeting of
Stockholders is incorporated herein by reference.




                                      24

<PAGE>   25

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information contained under the caption "Security Ownership" on pages
13 through 15 of the Company's Proxy Statement for its 1998 Annual Meeting of
Stockholders is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information contained under the captions "Compensation Committee
Interlocks and Insider Participation" and "Certain Relationships and Related
Transactions" on pages 11 through 12 of the Company's Proxy Statement for its
1998 Annual Meeting of Stockholders is incorporated herein by reference.


                                    PART IV

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

    (a)   (1) The following financial statements of Discount Auto Parts, Inc.
          and the report thereon of Ernst & Young LLP dated July 6, 1998 which
          are included in the Company's 1998 Annual Report to Stockholders for
          the year ended June 2, 1998, pages 20 through 33, and page 35, are
          incorporated herein by reference.

          Consolidated Statements of Income for the years ended June 2, 1998,
          June 3, 1997, and May 28, 1996.

          Consolidated Balance Sheets as of June 2, 1998 and June 3, 1997.

          Consolidated Statements of Stockholders' Equity for the years ended
          June 2, 1998, June 3, 1997, and May 28, 1996.

          Consolidated Statements of Cash Flows for the years ended June 2,
          1998, June 3, 1997, and May 28, 1996.

          Notes to Consolidated Financial Statements.

          Report of Independent Certified Public Accountants.

          (2) The following Financial Statements Schedules are included herein:

          None.

          No schedules are submitted because none are applicable or required or
          because the required information is included in the financial
          statements or the notes thereto.

          (3) The following exhibits are filed as part of this report (exhibits
          marked with an asterisk have been previously filed with the
          Commission as indicated and are incorporated herein by this
          reference):



                                      25

<PAGE>   26

 2.1*     Agreement and Plan of Recapitalization dated August 20, 1992 (Filed
          as Exhibit 10.21 to the Company's Form 10-Q for the quarter ended
          September 1, 1992, as filed with the SEC on October 15, 1992).

 3.1*     Amended and Restated Articles of Incorporation (Filed as Exhibit 3.2
          to the Company's Form 10-Q for the quarter ended September 1, 1992,
          as filed with the SEC on October 15, 1992).

 3.2*     Amended and Restated Bylaws (Filed as Exhibit 3.4 to the Company's
          Form 10-Q for the quarter ended September 1, 1992, as filed with the
          SEC on October 15, 1992).

 4.1*     Amended and Restated Articles of Incorporation (Filed as Exhibit 3.2
          to the Company's Form 10-Q for the quarter ended September 1, 1992,
          as filed with the SEC on October 15, 1992).

 4.2*     Amended and Restated Bylaws (Filed as Exhibit 3.4 to the Company's
          Form 10-Q for the quarter ended September 1, 1992, as filed with the
          SEC on October 15, 1992).

 4.3*     Note Agreement dated as of December 15, 1987 between Discount Auto
          Parts, Inc. and Massachusetts Mutual Life Insurance Company together
          with amendment dated as of October 30, 1989 (Filed as Exhibit 10.1 to
          the Company's Registration Statement on Form S-1 (No. 33-49400) as
          filed with the SEC on July 8, 1992).

 4.4*     Second Amendment Agreement to Note Agreement effective as of August
          26, 1992 between Discount Auto Parts, Inc. and Massachusetts Mutual
          Life Insurance Company. (Filed as Exhibit 4.4 to the Company's Form
          10-K for the year ended May 30, 1995, as filed with the SEC on August
          16, 1996).

 4.5*     Note Agreement dated as of October 30, 1989 between Discount Auto
          Parts, Inc. and Massachusetts Mutual Life Insurance Company (Filed as
          Exhibit 10.2 to the Company's Registration Statement on Form S-1 (No.
          33-49400) as filed with the SEC on July 8, 1992).

 4.6*     Amendment Agreement to Note Agreement effective as of August 26, 1992
          between Discount Auto Parts, Inc. and Massachusetts Mutual Life
          Insurance Company. (Filed as Exhibit 4.4 to the Company's Form 10-K
          for the year ended May 30, 1995, as filed with the SEC on August 16,
          1996).

 4.7*     Note Purchase Agreement dated as of July 15, 1997 between Discount
          Auto Parts, Inc. and the Identified Purchasers (Filed as Exhibit 4.7
          to the Company's Form 10-K for the year ended June 3, 1997, as filed
          with the SEC on September 2, 1997).



                                      26

<PAGE>   27

10.1*     Revolving Credit Agreement dated as of July 16, 1997 by and among
          Discount Auto Parts, Inc. and SunTrust Bank, Central Florida,
          National Association, individually and as Agent, Amsouth Bank,
          Barnett Bank, N.A., First Union National Bank and The Fuji Bank and
          Trust Company (Filed as Exhibit 10.4 to the Company's Form 10-K for
          the year ended June 3, 1997, as filed with the SEC on September 2,
          1997).

10.2*     Amendment and Restatement of the Discount Auto Parts Team Members'
          Profit Sharing Plan and Trust dated May 31, 1994 (Filed as Exhibit
          10.12 to the Company's Form 10-K for the fiscal year ended May 31,
          1994, as filed with the SEC on August 29, 1994).

10.3*     Discount Auto Parts, Inc. Supplemental Executive Profit Sharing Plan
          (Filed as Exhibit 10.5 to the Company's Form 10-K for the year ended
          May 30, 1995, as filed with the SEC on August 26, 1995).

10.4*     Incentive compensation plan's for Peter J. Fontaine and William C.
          Perkins. (Filed as Exhibit 10.7 to the Company's Form 10-K for the
          year ended June 3, 1997, as filed with the SEC on September 2, 1997).

10.5*     Discount Auto Parts, Inc. 1992 Stock Option Plan (Filed as Exhibit
          10.16 to the Company's Form 10-Q for the quarter ended September 1,
          1992, as filed with the SEC on October 15, 1992).

10.6*     Discount Auto Parts, Inc. Amended and Restated 1992 Team Member Stock
          Purchase Plan. (Filed as Exhibit 10.9 to the Company's Form 10-K for
          the year ended June 3, 1997, as filed with the SEC on September 2,
          1997).

10.7*     Discount Auto Parts, Inc. Non-Employee Directors' Stock Option Plan
          (Filed as Exhibit 4.1 to the Company's Registration Statement on Form
          S-8 (No. 33-84058) as filed with the SEC on September 16, 1994).

10.8*     Discount Auto Parts, Inc. Amended and Restated 1995 Stock Option
          Plan. (Filed as Exhibit 10.12 to the Company's Form 10-K for the year
          ended June 3, 1997, as filed with the SEC on September 2, 1997).

10.9*     Indemnification Agreements for Peter J. Fontaine, Warren Shatzer,
          William C. Perkins, E.E. Wardlow and A Gordon Tunstall (Filed as
          Exhibit 10.18 to the Company's Form 10-Q for the quarter ended
          September 1, 1992, as filed with the SEC on October 15, 1992).

10.10*    Indemnification Agreement for C. Michael Moore. (Filed as Exhibit
          10.14 to the Company's Form 10-K for the year ended June 3, 1997, as
          filed with the SEC on September 2, 1997).

10.11*    Indemnification Agreement for David P. Walling. (Filed as Exhibit
          10.15 to the Company's Form 10-K for the year ended June 3, 1997, as
          filed with the SEC on September 2, 1997).



                                      27

<PAGE>   28

10.12*    Master Joint Business Agreement of Q Lube, Inc. and Discount Auto
          Parts, Inc. dated as of January 1, 1997 (Filed as Exhibit 10.16 to
          the Company's Form 10-Q for the quarter ended March 4, 1997, as filed
          with the SEC on April 17, 1997).

10.13*    General Partnership Agreement of DAP/LUBECO Partnership. (Filed as
          Exhibit 10.17 to the Company's Form 10-K for the year ended June 3,
          1997, as filed with the SEC on September 2, 1997).

10.14     First Amendment and Restatement of the Discount Auto Parts, Inc.
          Supplemental Executive Profit Sharing Plan.

13        Annual Report to Stockholders for the year ended June 2, 1998.

21        Subsidiaries of the Registrant

23        Consent of Ernst & Young LLP

27        Financial Data Schedule

    (b)  Reports on Form 8-K 
             No reports on Form 8-K were filed during the fourth quarter of 
             fiscal 1998.




                                      28

<PAGE>   29

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

     DISCOUNT AUTO PARTS, INC.


<TABLE>
<S>                                                             <C>
/s/ Peter J. Fontaine                                           August 28, 1998
-----------------------------------------------                 ----------------
PETER J. FONTAINE, Chief Executive Officer,                     Date
Director, (principal executive officer)
</TABLE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<S>                                                             <C>
/s/ Peter J. Fontaine                                           August 28, 1998
-----------------------------------------------                 ---------------
PETER J. FONTAINE, Chief Executive Officer,                     Date
Director, (principal executive officer)


/s/ C. Michael Moore                                            August 28, 1998
-----------------------------------------------                 ---------------
C. MICHAEL MOORE, Chief Financial Officer,                      Date
Secretary (principal financial and accounting 
officer)


/s/ William C. Perkins                                          August 28, 1998
-----------------------------------------------                 ---------------
WILLIAM C. PERKINS, President,                                  Date
Chief Operating Officer, Director


/s/ Warren Shatzer                                              August 28, 1998
-----------------------------------------------                 ---------------
WARREN SHATZER, Director                                        Date


/s/ E.E. Wardlow                                                August 28, 1998
-----------------------------------------------                 ---------------
E.E. WARDLOW, Director                                          Date


/s/ A Gordon Tunstall                                           August 28, 1998
-----------------------------------------------                 ---------------
A GORDON TUNSTALL, Director                                     Date


/s/ David P. Walling                                            August 28, 1998
-----------------------------------------------                 ---------------
DAVID P. WALLING, Director                                      Date
</TABLE>



                                      29