<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998
                                       or

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

                   For the transition period from ___ to ___.
                        Commission file number 000-21621

                             ----------------------

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

                  TEXAS                               75-2666013
      (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)              Identification No.)

                Kevco, Inc.
   1300 S. University Drive, Suite 200                   76107
             Fort Worth, Texas                        (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (817) 332-2758

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


                                                     Name of each exchange
           Title of Each Class                        on which registered
         ---------------------------                -----------------------
         Common Stock,                              The Nasdaq Stock Market
         par value of $.01 per share


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No.

         Indicate 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 informational
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]

         The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant was $21,877,460 on March 25, 1999, based on the
closing price of the registrant's Common Stock on such date of $5.50 per share,
as reported on The Nasdaq Stock Market.

         As of March 25, 1999, 6,856,437 shares of the registrant's Common Stock
were outstanding.


<PAGE>   2


         The Registrant hereby amends its Form 10-K, Part III, Items 10, 11, 12
and 13 and Part IV, Item 14 as follows:

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The name, age and position of each executive officer of the Company is
set forth under the heading "Executive Officers" in Item 1 of this report, which
information is incorporated herein by reference.

         The following sets forth information as of April 15, 1999, as to each
of the directors of the Company, including their ages and for directors that are
not also listed under the heading "Executive Officers" in Item 1 of this report,
their present principal occupations, other business experience during the last
five years, membership on committees of the Board of Directors and directorships
in other publicly-held companies.

<TABLE>
<CAPTION>
                                                                                                             YEAR
                                                                                                            TERM AS
                                                                                                           DIRECTOR
NAME                                                     AGE    POSITION                                    EXPIRES
----                                                     ---    --------                                   ---------
<S>                                                     <C>    <C>                                        <C>
Jerry E. Kimmel                                          61     Chairman of the Board,                       2000
                                                                President and Chief Executive
                                                                Officer

Ellis L. McKinley, Jr.                                   47     Vice President, Chief Financial              1999
                                                                Officer, Treasurer and Director

Richard Nevins (1)                                       51     Director                                     2001

Richard S. Tucker (1)                                    55     Secretary and Director                       2000

Gregory G. Kimmel                                        30     Vice President and Director                  2000
</TABLE>

----------------

(1)      Member of the Audit Committee and the Compensation Committee

         Richard Nevins has served as a director of the Company since November
1996. Since 1992, Mr. Nevins has served as President of Richard Nevins &
Associates, a financial advisory firm. Mr. Nevins has been a managing director
of Jefferies & Co., an investment banking firm, since July 1998. Since March
1998, Mr. Nevins has served as a director of Renaissance Cosmetics, Inc. From
December 1997 to June 1998, Mr. Nevins served as a director of ERLY Industries,
from 1995 to October 1996, he served as a director of Fruehauf Trailer
Corporation, from 1995 to 1996, he served as a director of Ampex Corporation and
from 1993 to 1995 he served as a director of The Actava Group (now Metromedia
International Group). During 1996, Mr. Nevins served as acting Chief Operating
Officer and Chief Restructuring Officer for Sun World International, a
California agricultural firm, following the filing of a petition in bankruptcy
by Sun World International. Mr. Nevins received his B.A. in Economics from the
University of California, Riverside in 1972 and his M.B.A. from Stanford
Graduate School of Business in 1975.



<PAGE>   3

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.

         Based solely on its review of the copies of such forms received by it
with respect to fiscal 1998, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with.

ITEM 11. EXECUTIVE COMPENSATION.

                             MANAGEMENT COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years the chief
executive officer and each of the Company's other most highly compensated
executive officers, not exceeding four, whose total annual compensation for 1998
based on salary and bonus earned during 1998 exceeded $100,000 (the "Named
Executive Officers").

<TABLE>
<CAPTION>
                                                                                  LONG TERM
                                                                                COMPENSATION
                                                 ANNUAL COMPENSATION               AWARDS
                                                 -------------------               ------

                                                                                 SECURITIES
                                                                                 UNDERLYING
NAME AND PRINCIPAL             FISCAL                                             OPTIONS/               ALL OTHER
    POSITION                    YEAR         SALARY($)         BONUS($)            SARS(#)            COMPENSATION($)
<S>                            <C>          <C>               <C>               <C>                  <C>

Jerry Kimmel,                   1998         $250,000          $238,299               -                 $34,821(1)
Chairman of the                 1997         $250,000          $244,961               -                 $13,593(2)
Board, President and            1996         $366,271          $249,600               -                 $17,163(3)
Chief Executive
Officer

Clyde A. Reed, Jr.,             1998         $224,477           $59,842               -                 $14,470(4)
Executive Vice                  1997         $204,540           $81,438               -                 $12,665(5)
President and Chief             1996         $188,088           $96,667            11,750               $29,756(6)
Operating Officer

Ellis L. McKinley, Jr.,         1998         $177,824           $25,026               -                 $   -
Vice President, Chief           1997         $162,975           $27,146               -                 $ 1,047(7)
Financial Officer and           1996         $145,980           $29,167            14,400               $ 1,057(7)
Treasurer

C. Lee Denham,                  1998         $145,220          $ 70,054               -                 $   590(8)
President, Sunbelt              1997         $114,095          $ 98,178               -                 $ 1,594(9)
                                1996         $ 95,580          $222,221             9,400               $ 1,439(10)
</TABLE>



<PAGE>   4

-----------------
(1)      Consists of $11,501, representing personal use of a Company supplied
         car and $23,320, representing personal use of a company supplied
         aircraft.
(2)      Consists of $12,546, representing personal use of a Company supplied
         car and $1,047, representing the Company's contribution to such
         individual's 401(k) Plan account.
(3)      Consists of $12,546, representing personal use of a Company supplied
         car, $3,560, representing payments by the Company for medical insurance
         premiums and $1,057, representing the Company's contribution to such
         individual's 401(k) Plan account.
(4)      Consists of $2,470, representing personal use of a Company supplied
         car, and $12,000, representing expense recognized by the Company in
         1998 relating to future payments to be made under a deferred
         compensation agreement.
(5)      Consists of $3,851, representing personal use of a Company supplied
         car, $7,757, representing expense recognized by the Company in 1997
         relating to future payments to be made under a deferred compensation
         agreement and $1,047, representing the Company's contribution to such
         individual's 401(k) Plan account.
(6)      Consists of $4,518, representing personal use of a Company supplied
         car, $24,181, representing expense recognized by the Company in 1996
         relating to future payments to be made under a deferred compensation
         agreement and $1,057, representing the Company's contribution to such
         individual's 401(k) Plan account.
(7)      Represents the Company's contribution to such individual's 401(k) Plan
         account.
(8)      Consists of $590, representing personal use of a Company supplied car.
(9)      Consists of $547, representing personal use of a Company supplied car
         and $1,047, representing the Company's contribution to such
         individual's 401(k) Plan account.
(10)     Consists of $377, representing personal use of a Company supplied car
         and $1,057, representing the Company's contribution to such
         individual's 401(k) Plan account.

YEAR END OPTION VALUES

         The following table presents the information regarding the value of
stock options outstanding at December 31, 1998 held by each of the Named
Executive Officers. No stock options were exercised by or granted to the Named
Executive Officers in 1998.

<TABLE>
<CAPTION>
                                               NUMBER OF SECURITIES                       VALUE OF UNEXERCISED
                                              UNDERLYING UNEXERCISED                    IN-THE-MONEY OPTIONS/SARS
                                             OPTIONS/SARS AT FY-END(#)                       AT FY-END($)(1)
                                          ----------------------------------         --------------------------------
NAME                                      EXERCISABLE          UNEXERCISABLE         EXERCISABLE        UNEXERCISABLE
----                                      -----------          -------------         -----------        -------------
<S>                                      <C>                   <C>                   <C>                <C>

Jerry Kimmel                                   -                    -                    -                    -

Clyde A. Reed, Jr.                         18,847(2)                -                 $11,426                 -

C. Lee Denham                               9,400(3)                -                    -                    -

Ellis McKinley, Jr.                        17,450(4)             4,000(5)             $11,351                 -
</TABLE>


<PAGE>   5

---------------------

(1)      The closing price for the Company's Common Stock as reported through
         The Nasdaq Stock Market on December 31, 1998, was $7.25. Value is
         calculated on the basis of the difference between the option exercise
         price and $7.25 multiplied by the number of shares of Common Stock
         underlying the option.

(2)      Consists of options to acquire 7,097 shares of Common Stock at $5.64
         per share and options to acquire 11,750 shares of Common Stock at
         $11.17 per share.

(3)      Consists of options to acquire 9,400 shares of Common Stock at $11.17
         per share.

(4)      Consists of options to acquire 7,050 shares of Common Stock at $5.64
         per share, options to acquire 9,400 shares of Common Stock at $11.17
         per share and options to acquire 1,000 shares of Common Stock at $13.50
         per share.

(5)      Consists of options to acquire shares of Common Stock at $13.50 per
         share, vesting at 500 shares per year.

COMPENSATION OF DIRECTORS

         Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company receives a fee of $1,000 for attendance at each Board of Directors
meeting and $500 for attendance at each Board committee meeting (unless held on
the same day as a Board of Directors meeting). All directors of the Company are
reimbursed for out-of-pocket expenses incurred in attending meetings of the
Board of Directors or committees thereof, and for other out-of-pocket expenses
incurred in their capacity as directors of the Company.

EMPLOYMENT AGREEMENTS

         Effective October 1, 1996, Mr. Kimmel entered into a five year
employment agreement with Kevco providing for an annual base salary of $250,000.
In addition to base salary, beginning in 1997, Mr. Kimmel, through his
employment agreement, has been eligible for an annual bonus equal to 2.4% of the
Company's income before income taxes for the year provided that income before
income taxes is at least $5.0 million. Such salary and bonus are subject to
increase, but not decrease, by the Company. Increases in Mr. Kimmel's
compensation are reviewed annually by the Company's Compensation Committee in a
manner so as to qualify under the performance based compensation provisions of
the Internal Revenue Code. Under the agreement, Mr. Kimmel has agreed to perform
services on behalf of the Company and its subsidiaries in Fort Worth, Texas as
he reasonably determines is necessary to carry out his duties under the
agreement. Under the agreement, Mr. Kimmel, his spouse and dependents are, until
the death of the survivor of Mr. Kimmel and his spouse, entitled to participate
at Kevco's expense in health programs offered to Company employees generally or,
if insurance coverage is not available, to have their health care costs
reimbursed by the Company. Under the agreement, upon the death of Mr. Kimmel,
the Company would continue to pay his base salary for the remainder of the then
existing agreement term. The agreement can be terminated by the Company only for
cause (as defined in such agreement). The employment agreement, which was
guaranteed by the subsidiaries of the Company, is automatically extended for an
additional year at the end of each year's service.

         Effective May 24, 1977, Mr. Reed entered into a retirement agreement
with the Company that generally provides that the Company will pay Mr. Reed or
his beneficiaries $55,000 per year for 10 years if Mr. Reed is employed with the
Company at age 65 or upon death or disability. Such agreement also provides for
a smaller lump sum payment that the Company will make upon Mr. Reed's
termination of employment prior to age 65, death or disability. Such lesser
amount equals approximately $14,000 for each year following the effective date
of the agreement, up to such termination.



<PAGE>   6

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Company leases three of its warehouse locations from an affiliated
partnership (K&E Land & Leasing, a Texas general partnership) of which Mr.
Kimmel is a managing partner. The Company also leases computer equipment from
K&E Land & Leasing. These leases (i) expire in November 2003, April 2005,
October 2007 and October 2003, respectively, (ii) provide for total future (i.e.
post 1998) base rent payments of approximately $630,000, $578,000, $2.0 million
and $1.1 million, respectively, and (iii) require payments to be made in equal
monthly amounts. As of December 31, 1998, Mr. Kimmel's indirect interest in such
leases was 38% and Gregory G. Kimmel's aggregate beneficial interest in such
leases was 4%. Mr. Kimmel's immediate family members (including Gregory G.
Kimmel's beneficial interest) owned indirect interests in such leases of 12%.

         Aggregate expenditures by the Company under such leases in 1998 were
approximately $672,000, of which approximately $255,000 was indirectly
attributable to Jerry Kimmel's interests in such partnership (excluding
immediate family members' interests) and of which approximately $27,000 was
indirectly attributable to Gregory G. Kimmel's beneficial interest. It is
anticipated that aggregate expenditures by the Company under such leases for the
remainder of their terms will be approximately $4.3 million, of which
approximately $1.6 million will be indirectly payable (less partnership
expenses) to Mr. Kimmel (excluding immediate family members' interests) and of
which approximately $172,000 will be indirectly payable (less partnership
expenses) to Gregory G. Kimmel. The Company believes that the amounts it has
paid under such leases have not been less favorable to the Company than had the
leases been negotiated on an arms-length basis.

         Two of the leased warehouses were financed through economic development
and industrial revenue bonds; one series of which was issued by Newton, Kansas
in the original principal amount of $575,000, and with respect to which the
Company is the sub-lessee of the premises and a co-guarantor, and one series of
which was issued by Elkhart, Indiana in the original principal amount of
$400,000, and with respect to which the Company is the lessee of the premises.

         Gregory G. Kimmel and James Kimmel, Jerry Kimmel's brother, earned, in
the aggregate, approximately $192,000 in compensation in 1998. Richard Tucker, a
director of the Company in 1998 and currently Secretary of the Company, is a
partner in Jackson Walker L.L.P., which is the Company's principal outside legal
counsel.



<PAGE>   7


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                 PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP

         The following table sets forth information with respect to beneficial
ownership of Common Stock as of April 15, 1999 by (i) all persons known to the
Company to be the beneficial owner of 5% or more of the Common Stock, (ii) each
director of the Company, (iii) each of the named Executive Officers, and (iv)
all the Company directors and executive officers as a group. This table does not
include shares of Common Stock that may be purchased pursuant to options not
exercisable within 60 days of April 15, 1999. All persons listed have sole
voting and investment power with respect to their shares unless otherwise
indicated.

<TABLE>
<CAPTION>
                                            AMOUNT AND NATURE           PERCENT
NAME OF BENEFICIAL OWNER OR                   OF BENEFICIAL            OF CLASS
NUMBER OF PERSONS IN GROUP                      OWNERSHIP              --------
--------------------------                      ---------
<S>                                        <C>                        <C>
Jerry E. Kimmel(1)                             3,744,760(2)             54.6%

Clyde A. Reed, Jr.                                30,015(3)                 *

Ellis L. McKinley, Jr.                            22,450(4)                 *

Richard S. Tucker                                  5,500(5)                 *

Richard Nevins                                     7,405(5)                 *

C. Lee Denham                                      9,400(6)                 *

Gregory G. Kimmel                                221,836(7)              3.2%

Wellington Management Company,                   473,000(9)              6.9%
L.L.P.(8)

Brinson Partners, Inc.(10)                       557,000(11)             8.1%

All directors and executive officers as        4,041,366(12)            58.4%
a group (7 persons)
</TABLE>


-----------------------------------
*        Less than 1%
(1)      The address of Mr. Kimmel is University Centre I, 1300 S. University
         Drive, Suite 200, Fort Worth, Texas 76107.
(2)      Excludes 626,386 shares of outstanding Common Stock and 15,299 shares
         of Common Stock issuable upon exercise of options beneficially owned by
         Mr. Kimmel's adult children and his brother. Mr. Kimmel disclaims
         beneficial ownership of such shares.
(3)      Includes 18,846 shares of Common Stock subject to presently exercisable
         options.
(4)      Includes 17,450 shares of Common Stock subject to presently exercisable
         options, or options exercisable within 60 days.
(5)      Includes 2,500 shares of Common Stock subject to presently exercisable
         options.
(6)      Consists of 9,400 shares of Common Stock subject to presently
         exercisable options.
(7)      Includes 12,949 shares of Common Stock subject to presently exercisable
         options and excludes 2,406 shares of Common Stock held as custodian for
         such individual's children.
(8)      The address of Wellington Management Company, LLP ("WMC") is 75 State
         Street, Boston, Massachusetts 02109.


<PAGE>   8


(9)      Based on a statement on Schedule 13G/A filed with the Securities and
         Exchange Commission dated February 10, 1999, WMC has shared power to
         dispose or direct the disposition of 473,000 shares of Common Stock and
         shared power to vote or to direct the vote of 263,000 shares. As part
         of such Schedule 13G/A, WMC disclosed that its relevant subsidiary
         under Rule 13d-1(b)(1)(ii)(G) is Wellington Trust Company, NA., a
         wholly-owned subsidiary of WMC and a bank as defined in Section 3(a)(6)
         of the Securities Exchange Act of 1934, which has the same business
         address as WMC.
(10)     The address of Brinson Partners, Inc. ("BPI") is 209 South LaSalle,
         Chicago, Illinois. The address of UBS AG ("UBSAG") is Bahnhofstrasse 45
         8021, Zurich, Switzerland.
(11)     Based on a statement on Schedule 13G filed with the Securities and
         Exchange Commission dated February 16, 1999, BPI and UBSAG have shared
         voting power and shared disposition power of 557,000 shares of common
         stock. BPI is an Investment Adviser registered under section 203 of the
         Investment Advisers Act of 1940. UBSAG is classified as a Bank as
         defined in Section 3(a)(6) of the Securities Exchange Act of 1934
         pursuant to no action relief granted by the staff of the Securities and
         Exchange Commission. BPI is an indirect wholly-owned subsidiary of
         UBSAG. UBSAG is reporting indirect beneficial ownership of holdings by
         reason of its ownership of BPI. UBSAG does not hereby affirm the
         existence of a group within the meaning of Rule 13d-5(b)(1). 
(12)     Includes 61,145 shares of Common Stock subject to presently exercisable
         options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information concerning relationships and related transactions is
set forth in Item 11 of this report under the heading "Compensation Committee
Interlocks and Insider Participation," which information is incorporated herein
by reference.



<PAGE>   9

                                     PART IV

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

                  (a) 1.   INDEX TO FINANCIAL STATEMENTS.

                  The following Financial Statements are included herein:

<TABLE>
<S>                                                                                                               <C>
                  Report of Independent Accountants.............................................................F-1

                  Consolidated Balance Sheets of December 31, 1998 and 1997.....................................F-2

                  Consolidated Statements of Income for the Years Ended
                  December 31, 1998, 1997 and 1996..............................................................F-3

                  Consolidated Statements of Stockholders' Equity
                  for the Years Ended December 31, 1998, 1997 and 1996..........................................F-4

                  Consolidated Statements of Cash Flows for the Years Ended
                  December 31, 1998, 1997 and 1996..............................................................F-5

                  Notes to Consolidated Statements..............................................................F-7
</TABLE>

                  2.       INDEX TO FINANCIAL SCHEDULES.

                  No schedules are included because of the absence of conditions
                  under which they are required or because information is
                  disclosed in the financial statements or notes thereto.

                  3.       EXHIBITS

                  The exhibits filed as a part of this report are listed under
                  "Exhibits" at subsection (c) of this Item.

                  (b)      REPORTS OF FORM 8-K:

                  The Company filed a Current Report on Form 8-K dated December
                  23, 1998, announcing that it had entered into a stock purchase
                  agreement with Wingate Partners II, L.P. ("Wingate") and that
                  a stock purchase agreement had been entered into between
                  Wingate and Jerry E. Kimmel.



<PAGE>   10

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION OF EXHIBITS
-------                       -----------------------
<S>      <C>
2.1      Merger Agreement, dated June 6, 1995 by and among Kevco, Inc. and
         Service Supply Systems, Inc., joined by a wholly-owned subsidiary of
         Kevco, Inc.(1)

2.2      Form of Plan and Agreement of Merger between Kevco Texas, Inc. and
         Kevco Delaware, Inc.(1)

2.3      Form of Bill of Sale and General Assignment from Kevco Delaware, Inc.,
         as Assignor, to Sunbelt Wood Components, Inc., as Assignee.(1)

2.4      Form of Assumption Agreement between Kevco Delaware, Inc. and Sunbelt
         Wood Components, Inc.(1)

2.5      Asset Purchase Agreement by and among Consolidated Forest Products,
         Inc., Consolidated Forest Products, L.L.C. and the members of
         Consolidated Forest Products, L.L.C.(2)

2.6      Stock Purchase Agreement by and among Kevco Delaware, Inc. and the
         shareholders of Bowen Supply, Inc.(2)

2.7      Agreement and Plan of Merger, dated as of October 21, 1997, between
         Kevco, Inc., SCC Acquisition Corp. and Shelter Components
         Corporation.(6)

2.8      Stock Purchase Agreement dated as of December 23, 1998 between Wingate
         Partners II, L.P. and the Company.(11)(8)

2.9      Stock Purchase Agreement dated as of December 23, 1998 among Wingate
         Partners II, L.P., Jerry E. Kimmel, and the Company.(11)(8)

2.10     Letter, dated February 15, 1999, to Kevco, Inc. from Wingate Partners
         II, L.P.(13)

2.11     Letter, dated February 15, 1999, to Jerry E. Kimmel from Wingate
         Partners II, L.P.(13)

3.1      Articles of Incorporation of Kevco, Inc., as amended.(1)

3.2      Bylaws of Kevco, Inc.(1)

4.1      Form of certificate evidencing ownership of the Common Stock of Kevco,
         Inc.(1)

10.1     Amendment No. 2 to 1995 Stock Option Plan (Amended and Restated 1995
         Stock Option Plan of Kevco, Inc.) and Supplementary Letter.(1)*

10.2     1996 Stock Option Plan of Kevco, Inc., as amended, and Supplementary
         Letter.(1)*

10.3     Form of Amended and Restated Employment Agreement between Gerald E.
         Kimmel and Kevco, Inc., joined therein by Kevco Delaware, Inc. and
         Sunbelt Wood Components, Inc.(1)*

10.4     Employment Agreement between C. Lee Denham and Kevco, Inc. dated June
         30, 1995.(1)*
</TABLE>



<PAGE>   11

<TABLE>
<S>      <C>
10.5     Lease between K & E Land & Leasing and Kevco, Inc. dated December 1,
         1977.(1)

10.6     Amendment No. 1 to Lease, by and between K & E Land & Leasing and
         Kevco, Inc. dated March , 1982.(1)

10.7     Amendment No. 2 to Lease, by and between K & E Land & Leasing and
         Kevco, Inc. dated May 30, 1983.(1)

10.8     Amendment No. 3 to Lease, by and between K & E Land & Leasing and
         Kevco, Inc. dated February 1, 1993.(1)

10.9     Lease dated April 1, 1980 between City of Newton, Kansas and K & E Land
         & Leasing.(1)

10.10    Sublease and Lease Guarantee Agreement dated April 1, 1980 between K &
         E Land & Leasing and Kevco, Inc.(1)

10.11    Amendment No. 1 to Sublease and Lease Guaranty Agreement by and between
         K & E Land & Leasing and Kevco, Inc. dated May 30, 1983.(1)

10.12    Lease Agreement dated October 12, 1987 between 1741 Conant Partnership
         & Kevco Inc.(1)

10.13    Equipment Lease Agreement dated January 1, 1991 between K & E Land &
         Leasing and Kevco, Inc.(1)

10.14    Amendment No. 1 to Equipment Lease Agreement between K & E Land &
         Leasing and Kevco, Inc. dated February 12, 1993.(1)

10.15    Amendment No. 2 to Equipment Lease Agreement between K & E Land &
         Leasing and Kevco, Inc. dated October 26, 1993.(1)

10.16    Amendment No. 3 to Equipment Lease Agreement between K & E Land &
         Leasing and Kevco, Inc. dated May 23, 1994.(1)

10.17    Deferred Compensation Agreement between Kevco, Inc. and Clyde A. Reed,
         Jr. dated May 24, 1977.(1)*

10.18    Amendment No. 1 to Deferred Compensation Agreement dated May ,
         1980.(1)*

10.19    Amendment No. 2 to Deferred Compensation Agreement dated March 10,
         1992.(1)*

10.20    Amended and Restated Health and Accident Plan of Kevco, Inc.(1)*

10.21    Investment and Tax Advice Plan of Kevco, Inc.(1)*

10.22    Credit Agreement among Kevco, Inc., certain Lenders and NationsBank of
         Texas, N.A., as Administrative Lender dated June 30, 1995.(1)

10.23    First Amendment to Credit Agreement, dated as of September 1, 1995,
         among Kevco, Inc., the banks listed on the signature pages thereof, and
         NationsBank of Texas, N.A.(1)

10.24    Second Amendment to Credit Agreement, dated as of November 29, 1995,
         among Kevco, Inc., the banks listed on the signature pages thereof, and
         NationsBank of Texas, N.A.(1)
</TABLE>


<PAGE>   12

<TABLE>
<S>      <C>

10.25    Revolving Credit Note of Kevco, Inc. to NationsBank of Texas, N.A.
         dated September 1, 1995 in the amount of $14,285,714.28.(1)

10.26    Term Loan Note of Kevco, Inc. to NationsBank of Texas, N.A. dated
         September 1, 1995 in the amount of $10,714,285.72.(1)

10.27    Revolving Credit Note of Kevco, Inc. to The Sumitomo Bank, Ltd. dated
         February 2, 1996 in the amount of $5,714,285.72.(1)

10.28    Term Loan Note of Kevco, Inc. to The Sumitomo Bank, Ltd. dated February
         2, 1996 in the amount of $4,285,714.28.(1)

10.29    PaineWebber Standardized 401(k) Profit-Sharing Adoption Agreement (No.
         005) (To be used with Basic Plan Document No. 03 only) for Kevco, Inc.
         dated May 24, 1996 and PaineWebber Defined Contribution Plan.(1)

10.30    Promissory Note of Gerald E. Kimmel to Kevco, Inc. dated October 26,
         1993 in the amount of $5,000,000.(1)

10.31    Amendment No. 4 to Lease dated December 1, 1977 by and between K&E Land
         & Leasing and Kevco, Inc. dated October 26, 1993.(1)

10.32    Assignment and Acceptance dated February 2, 1996 between The Daiwa
         Bank, Limited and The Sumitomo Bank, Ltd., Chicago Branch.(1)

10.33    Form of Tax Indemnification and Distribution Agreement.(1)

10.34    Form of Promissory Note made by Kevco Texas, Inc. in the amount of
         $3,733,000 (the Prior S Corporation Earnings Note).(1)

10.35    Form of Promissory Note made by Kevco Texas, Inc. (the Future S
         Corporation Earnings Note).(1)

10.36    Form of Assignment of $5,000,000 Note made by Kevco, Inc. (n/k/a Kevco
         Delaware, Inc.).(1)

10.37    Form of Adoption Agreement by Kevco, Inc. and Kevco Texas, Inc. (re:
         1995 Stock Option Plan and 1996 Stock Option Plan).(1)

10.38    Amendment No. 1 dated September 21, 1988, to Lease Agreement by 1741
         Conant Partnership as lessor and Kevco, Inc. (n/k/a Kevco Delaware,
         Inc.).(1)

10.39    Letter Agreement dated June 22, 1982, between Kevco, Inc. (n/k/a Kevco
         Delaware, Inc.) and K&E Land & Leasing. (re: lease rentals).(1)

10.40    Letter Agreement dated October 1, 1996 by Kevco, Inc., K&E Land &
         Leasing, and 1741 Conant Partnership (re: lease rental).(1)

10.41    Form of Parent Pledge Agreement.(1)

10.42    Consent and Waiver, dated as of October 21, 1996, by and among
         NationsBank of Texas, N.A., The Sumitomo Bank, Ltd. and Kevco Texas,
         Inc.(1)
</TABLE>



<PAGE>   13


<TABLE>
<S>      <C>
10.43    Amended and Restated Credit Agreement, dated as of February 27, 1997,
         by and among Kevco Delaware, Inc., certain lenders and NationsBank of
         Texas, N.A.(4)

10.44    Amendment No. 1 to Amended and Restated 1995 Stock Option Plan of
         Kevco, Inc. (10)

10.45    Senior Commitment Letter dated October 27, 1997 from NationsBank of
         Texas, N.A. and NationsBanc Montgomery Securities, Inc.(6)

10.46    First Amendment to Amended and Restated Credit Agreement dated as of
         November 25, 1997 between Kevco Delaware, Inc., certain lenders and
         NationsBank of Texas, N.A.(7)

10.47    Second Amended and Restated Credit Agreement dated December 1, 1997
         between Kevco, Inc., certain lenders and NationsBank of Texas,
         N.A.(7)(8)

10.48    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         NationsBank of Texas, N.A. in the original principal amount of
         $11,666,666.66.(7)

10.49    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         National City Bank of Kentucky in the original principal amount of
         $8,166,666.67.(7)

10.50    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         Guaranty Federal Bank, F.S.B. in the original principal amount of
         $7,000,000.00.(7)

10.51    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         The Sumitomo Bank, Limited in the original principal amount of
         $8,166,666.67.(7)

10.52    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and NationsBank of Texas, N.A. in the original principal amount of
         $13,333,333.34.(7)

10.53    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and National City Bank Kentucky in the original principal amount of
         $9,333,333.33.(7)

10.54    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and Guaranty Federal Bank, F.S.B. in the original principal amount of
         $8,000,000.00.(7)

10.55    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and The Sumitomo Bank, Limited in the original principal amount of
         $9,333,333.33.(7)

10.56    Facility B Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and NationsBank of Texas, N.A. in the original principal amount of
         $50,000,000.00.(7)

10.57    Security Agreement dated December 1, 1997 between Kevco, Inc. and
         NationsBank of Texas, N.A. as Administrative Agent.(7)

10.58    Registration Rights Agreement dated December 1, 1997 by and among
         Kevco, Inc., as Issuer, the Subsidiaries of Kevco, Inc. identified
         therein as Subsidiary Guarantors and Donaldson, Lufkin & Jenrette
         Securities Corporation and NationsBanc Montgomery Securities, Inc., as
         Initial Purchasers.(9)
</TABLE>


<PAGE>   14

<TABLE>
<S>      <C>
10.59    Indenture dated December 1, 1997 among Kevco, Inc., SCC Acquisition
         Corp., Kevco Delaware, Inc., Sunbelt Wood Components, Inc.,
         Consolidated Forest Products, Inc., Bowen Supply, Inc. and Encore
         Industries, Inc., as Subsidiary Guarantors and United States Trust
         Company of New York, as Trustee.(9)

10.60    Supplemental Indenture between Shelter Components Corporation, a
         Subsidiary of Kevco, Inc., and United States Trust Company of New York,
         as Trustee.(9)

10.61    Supplemental Indenture dated as of December 1, 1997 between Shelter
         Distribution, L.P., a Subsidiary of Kevco, Inc., and United States
         Trust Company of New York, as Trustee.(9)

10.62    Supplemental Indenture dated as of December 1, 1997 between DCM, Inc.,
         a Subsidiary of Kevco, Inc., and United States Trust Company of New
         York, as Trustee.(9)

10.63    Supplemental Indenture dated as of December 1, 1997 between Duo-Form of
         Michigan, Inc., a Subsidiary of Kevco, Inc., and United States Trust
         Company of New York, as Trustee.(9)

10.64    Supplemental Indenture dated as of December 1, 1997 between Design
         Components, Inc., a Subsidiary of Kevco, Inc., and United States Trust
         Company of New York, as Trustee.(9)

10.65    Supplemental Indenture dated as of December 1, 1997 between Shelter
         Components of Indiana, Inc., a Subsidiary of Kevco, Inc., and United
         States Trust Company of New York, as Trustee.(9)

10.66    Supplemental Indenture dated as of December 1, 1997 between BPR
         Holdings, Inc., a Subsidiary of Kevco, Inc., and United States Trust
         Company of New York, as Trustee.(9)

10.67    First Amendment to Credit Agreement dated February 12, 1998 between
         Kevco, Inc., certain lenders and NationsBank of Texas, N.A.(10)

10.68    Registered Global Note dated March 5, 1998 among Kevco, Inc., Kevco
         Delaware, Inc., Sunbelt Wood Components, Inc., Bowen Supply, Inc.,
         Encore Industries, Inc., Shelter Components Corporation, BPR Holdings,
         Inc., Shelter Components of Indiana, Inc., Design Components, Inc.,
         Duo-Form of Michigan, Inc., DCM, Inc. and Shelter Distribution, L.P.,
         as Subsidiary Guarantors and United States Trust Company of New York,
         as Trustee.(12)

10.69    Second Amendment to Credit Agreement, dated as of October 27, 1998 (but
         effective as of September 30, 1998), entered into and among Kevco,
         Inc., a Texas corporation, the banks listed on the signature pages
         (collectively, the "Lenders"), and NationsBank, N.A. (successor by
         merger to NationsBank of Texas, N.A.), as the Administrative Agent.(13)

10.70    Waiver entered into as of the 30th day of December 1998, by and among
         the banks listed on the signature pages (the "Lenders"), Kevco, Inc., a
         Texas corporation (the "Borrower"), and NationsBank, N.A. (successor by
         merger to NationsBank of Texas, N.A.), as Administrative Agent for the
         Lenders to the extent and in the manner provided for in the Credit
         Agreement.(13)

10.71    Second Waiver entered into as of the 15th day of February, 1999, by and
         among the banks listed on the signature pages (the "Lenders"), Kevco,
         Inc., a Texas corporation (the "Borrower"), and NationsBank, N.A.
         (successor by merger to NationsBank of Texas, N.A.), as Administrative
         Agent for the Lenders to the extent and in the manner provided for in
         the Credit Agreement.(13)
</TABLE>



<PAGE>   15

<TABLE>
<S>      <C>
10.72    Third Amendment and Waiver entered into as of the 25th day of February,
         1999, by and among the banks listed on the signature pages (the
         "Lenders"), Kevco, Inc., a Texas corporation, and NationsBank, N.A.
         (successor by merger to NationsBank of Texas, N.A.), as Administrative
         Agent for the Lenders to the extent and in the manner provided for in
         the Credit Agreement.(13)

10.73    Letter agreement waiver extension, dated March 22, 1999, between Kevco,
         Inc., NationsBank, N.A., as Administrative Agent and Lender, and the
         other parties thereto.(13)

10.74    Fourth Amendment and Waiver entered into as of the 6th day of April,
         1999, by and among the banks listed on the signature pages (the
         "Lenders"), Kevco, Inc., a Texas corporation, and NationsBank, N.A., as
         Administrative Agent for the Lenders.(14)

21.1     Subsidiaries.(13)

23.1     Consent of PricewaterhouseCoopers LLP.(13)

24.1     Power of Attorney.(13)

27.1     Financial Data Schedule.(13)
</TABLE>


------

(1)      Previously filed as an exhibit to the Company's Registration Statement
         on Form S-1 (No. 333-11173) and incorporated herein by reference.
(2)      Previously filed as an exhibit to the Company's Current Report on Form
         8-K dated February 27, 1997, and incorporated herein by reference.
(3)      Previously filed as an exhibit to the Company's registration statement
         on Form S-8 (No. 333-19959), and incorporated herein by reference.
(4)      Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended March 31, 1997 and incorporated herein
         by reference.
(5)      Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended June 30, 1997 and incorporated herein
         by reference.
(6)      Previously filed as an exhibit to the Company's Tender Offer Statement
         on Schedule 14D-1, filed October 28, 1997, and incorporated herein by
         reference.
(7)      Previously filed as an exhibit to the Company's Tender Offer Statement
         on Schedule 14D-1/A, filed December 12, 1997, and incorporated herein
         by reference.
(8)      Schedules and similar attachments to this exhibit have not been
         previously filed herewith, but the nature of their contents is
         described in the body of this exhibit. The Company agrees to furnish a
         copy of any such omitted schedules and attachments to the Securities
         and Exchange Commission upon request.
(9)      Previously filed as an exhibit to the Company's registration statement
         on Form S-4 (No. 333-43691), and incorporated herein by reference.
(10)     Previously filed as an exhibit to the Company's Annual Report on Form
         10-K, for the year ended December 31, 1998 and incorporated herein by
         reference.
(11)     Previously filed as an exhibit to the Company's Current Report on Form
         8-K dated December 23, 1998, and incorporated herein by reference.
(12)     Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended March 31, 1998, and incorporated
         herein by reference.
(13)     Previously filed herewith.
(14)     Filed herewith.
*        Management contract or compensatory plan or arrangement.



<PAGE>   16

                               S I G N A T U R E S

         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.

                                   KEVCO, INC.


Date:    April 28, 1999                 By: /s/ Jerry E. Kimmel*
                                            -----------------------------------
                                            Jerry E. Kimmel,
                                            Chairman, President and 
                                             Chief Executive Officer

         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 APRIL 28, 1999.

<TABLE>
<CAPTION>
               SIGNATURE                                           CAPACITY
               ---------                                           --------
<S>                                              <C>

         /s/ Jerry E. Kimmel*                    Chairman of the Board, Chief Executive Offer,
--------------------------------------            President and Director (Principal Executive
            JERRY E. KIMMEL                       Officer)

      /s/ Ellis L. McKinley, Jr.*                Vice President, Chief Financial Officer,
--------------------------------------            Treasurer and Director (Principal Financial
        ELLIS L. MCKINLEY, JR.                    Officer and Principal Accounting Officer)

        /s/ Gregory G. Kimmel*                   Senior Vice President, Corporate Development
--------------------------------------            and Director
           GREGORY G. KIMMEL

        /s/ Richard S. Tucker*                   Secretary and Director
--------------------------------------
           RICHARD S. TUCKER

          /s/ Richard Nevins*                    Director
--------------------------------------
            RICHARD NEVINS

*By:     /s/ Jerry E. Kimmel,
--------------------------------------
            JERRY E. KIMMEL
</TABLE>


<PAGE>   17

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION
-------                       -----------
<S>      <C>
2.1      Merger Agreement, dated June 6, 1995 by and among Kevco, Inc. and
         Service Supply Systems, Inc., joined by a wholly-owned subsidiary of
         Kevco, Inc.(1)

2.2      Form of Plan and Agreement of Merger between Kevco Texas, Inc. and
         Kevco Delaware, Inc.(1)

2.3      Form of Bill of Sale and General Assignment from Kevco Delaware, Inc.,
         as Assignor, to Sunbelt Wood Components, Inc., as Assignee.(1)

2.4      Form of Assumption Agreement between Kevco Delaware, Inc. and Sunbelt
         Wood Components, Inc.(1)

2.5      Asset Purchase Agreement by and among Consolidated Forest Products,
         Inc., Consolidated Forest Products, L.L.C. and the members of
         Consolidated Forest Products, L.L.C.(2)

2.6      Stock Purchase Agreement by and among Kevco Delaware, Inc. and the
         shareholders of Bowen Supply, Inc.(2)

2.7      Agreement and Plan of Merger, dated as of October 21, 1997, between
         Kevco, Inc., SCC Acquisition Corp. and Shelter Components
         Corporation.(6)

2.8      Stock Purchase Agreement dated as of December 23, 1998 between Wingate
         Partners II, L.P. and the Company.(11)(8)

2.9      Stock Purchase Agreement dated as of December 23, 1998 among Wingate
         Partners II, L.P., Jerry E. Kimmel, and the Company.(11)(8)

2.10     Letter, dated February 15, 1999, to Kevco, Inc. from Wingate Partners
         II, L.P.(13)

2.11     Letter, dated February 15, 1999, to Jerry E. Kimmel from Wingate
         Partners II, L.P.(13)

3.1      Articles of Incorporation of Kevco, Inc., as amended.(1)

3.2      Bylaws of Kevco, Inc.(1)

4.1      Form of certificate evidencing ownership of the Common Stock of Kevco,
         Inc.(1)

10.1     Amendment No. 2 to 1995 Stock Option Plan (Amended and Restated 1995
         Stock Option Plan of Kevco, Inc.) and Supplementary Letter.(1)*

10.2     1996 Stock Option Plan of Kevco, Inc., as amended, and Supplementary
         Letter.(1)*

10.3     Form of Amended and Restated Employment Agreement between Gerald E.
         Kimmel and Kevco, Inc., joined therein by Kevco Delaware, Inc. and
         Sunbelt Wood Components, Inc.(1)*

10.4     Employment Agreement between C. Lee Denham and Kevco, Inc. dated June
         30, 1995.(1)*
</TABLE>



<PAGE>   18

<TABLE>
<S>      <C>
10.5     Lease between K & E Land & Leasing and Kevco, Inc. dated December 1,
         1977.(1)

10.6     Amendment No. 1 to Lease, by and between K & E Land & Leasing and
         Kevco, Inc. dated March , 1982.(1)

10.7     Amendment No. 2 to Lease, by and between K & E Land & Leasing and
         Kevco, Inc. dated May 30, 1983.(1)

10.8     Amendment No. 3 to Lease, by and between K & E Land & Leasing and
         Kevco, Inc. dated February 1, 1993.(1)

10.9     Lease dated April 1, 1980 between City of Newton, Kansas and K & E Land
         & Leasing.(1)

10.10    Sublease and Lease Guarantee Agreement dated April 1, 1980 between K &
         E Land & Leasing and Kevco, Inc.(1)

10.11    Amendment No. 1 to Sublease and Lease Guaranty Agreement by and between
         K & E Land & Leasing and Kevco, Inc. dated May 30, 1983.(1)

10.12    Lease Agreement dated October 12, 1987 between 1741 Conant Partnership
         & Kevco Inc.(1)

10.13    Equipment Lease Agreement dated January 1, 1991 between K & E Land &
         Leasing and Kevco, Inc.(1)

10.14    Amendment No. 1 to Equipment Lease Agreement between K & E Land &
         Leasing and Kevco, Inc. dated February 12, 1993.(1)

10.15    Amendment No. 2 to Equipment Lease Agreement between K & E Land &
         Leasing and Kevco, Inc. dated October 26, 1993.(1)

10.16    Amendment No. 3 to Equipment Lease Agreement between K & E Land &
         Leasing and Kevco, Inc. dated May 23, 1994.(1)

10.17    Deferred Compensation Agreement between Kevco, Inc. and Clyde A. Reed,
         Jr. dated May 24, 1977.(1)*

10.18    Amendment No. 1 to Deferred Compensation Agreement dated May ,
         1980.(1)*

10.19    Amendment No. 2 to Deferred Compensation Agreement dated March 10,
         1992.(1)*

10.20    Amended and Restated Health and Accident Plan of Kevco, Inc.(1)*

10.21    Investment and Tax Advice Plan of Kevco, Inc.(1)*

10.22    Credit Agreement among Kevco, Inc., certain Lenders and NationsBank of
         Texas, N.A., as Administrative Lender dated June 30, 1995.(1)

10.23    First Amendment to Credit Agreement, dated as of September 1, 1995,
         among Kevco, Inc., the banks listed on the signature pages thereof, and
         NationsBank of Texas, N.A.(1)

10.24    Second Amendment to Credit Agreement, dated as of November 29, 1995,
         among Kevco, Inc., the banks listed on the signature pages thereof, and
         NationsBank of Texas, N.A.(1)
</TABLE>


<PAGE>   19

<TABLE>
<S>      <C>

10.25    Revolving Credit Note of Kevco, Inc. to NationsBank of Texas, N.A.
         dated September 1, 1995 in the amount of $14,285,714.28.(1)

10.26    Term Loan Note of Kevco, Inc. to NationsBank of Texas, N.A. dated
         September 1, 1995 in the amount of $10,714,285.72.(1)

10.27    Revolving Credit Note of Kevco, Inc. to The Sumitomo Bank, Ltd. dated
         February 2, 1996 in the amount of $5,714,285.72.(1)

10.28    Term Loan Note of Kevco, Inc. to The Sumitomo Bank, Ltd. dated February
         2, 1996 in the amount of $4,285,714.28.(1)

10.29    PaineWebber Standardized 401(k) Profit-Sharing Adoption Agreement (No.
         005) (To be used with Basic Plan Document No. 03 only) for Kevco, Inc.
         dated May 24, 1996 and PaineWebber Defined Contribution Plan.(1)

10.30    Promissory Note of Gerald E. Kimmel to Kevco, Inc. dated October 26,
         1993 in the amount of $5,000,000.(1)

10.31    Amendment No. 4 to Lease dated December 1, 1977 by and between K&E Land
         & Leasing and Kevco, Inc. dated October 26, 1993.(1)

10.32    Assignment and Acceptance dated February 2, 1996 between The Daiwa
         Bank, Limited and The Sumitomo Bank, Ltd., Chicago Branch.(1)

10.33    Form of Tax Indemnification and Distribution Agreement.(1)

10.34    Form of Promissory Note made by Kevco Texas, Inc. in the amount of
         $3,733,000 (the Prior S Corporation Earnings Note).(1)

10.35    Form of Promissory Note made by Kevco Texas, Inc. (the Future S
         Corporation Earnings Note).(1)

10.36    Form of Assignment of $5,000,000 Note made by Kevco, Inc. (n/k/a Kevco
         Delaware, Inc.).(1)

10.37    Form of Adoption Agreement by Kevco, Inc. and Kevco Texas, Inc. (re:
         1995 Stock Option Plan and 1996 Stock Option Plan).(1)

10.38    Amendment No. 1 dated September 21, 1988, to Lease Agreement by 1741
         Conant Partnership as lessor and Kevco, Inc. (n/k/a Kevco Delaware,
         Inc.).(1)

10.39    Letter Agreement dated June 22, 1982, between Kevco, Inc. (n/k/a Kevco
         Delaware, Inc.) and K&E Land & Leasing. (re: lease rentals).(1)

10.40    Letter Agreement dated October 1, 1996 by Kevco, Inc., K&E Land &
         Leasing, and 1741 Conant Partnership (re: lease rental).(1)

10.41    Form of Parent Pledge Agreement.(1)

10.42    Consent and Waiver, dated as of October 21, 1996, by and among
         NationsBank of Texas, N.A., The Sumitomo Bank, Ltd. and Kevco Texas,
         Inc.(1)
</TABLE>



<PAGE>   20


<TABLE>
<S>      <C>
10.43    Amended and Restated Credit Agreement, dated as of February 27, 1997,
         by and among Kevco Delaware, Inc., certain lenders and NationsBank of
         Texas, N.A.(4)

10.44    Amendment No. 1 to Amended and Restated 1995 Stock Option Plan of
         Kevco, Inc. (10)

10.45    Senior Commitment Letter dated October 27, 1997 from NationsBank of
         Texas, N.A. and NationsBanc Montgomery Securities, Inc.(6)

10.46    First Amendment to Amended and Restated Credit Agreement dated as of
         November 25, 1997 between Kevco Delaware, Inc., certain lenders and
         NationsBank of Texas, N.A.(7)

10.47    Second Amended and Restated Credit Agreement dated December 1, 1997
         between Kevco, Inc., certain lenders and NationsBank of Texas,
         N.A.(7)(8)

10.48    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         NationsBank of Texas, N.A. in the original principal amount of
         $11,666,666.66.(7)

10.49    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         National City Bank of Kentucky in the original principal amount of
         $8,166,666.67.(7)

10.50    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         Guaranty Federal Bank, F.S.B. in the original principal amount of
         $7,000,000.00.(7)

10.51    Revolving Credit Note dated December 1, 1997 between Kevco, Inc. and
         The Sumitomo Bank, Limited in the original principal amount of
         $8,166,666.67.(7)

10.52    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and NationsBank of Texas, N.A. in the original principal amount of
         $13,333,333.34.(7)

10.53    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and National City Bank Kentucky in the original principal amount of
         $9,333,333.33.(7)

10.54    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and Guaranty Federal Bank, F.S.B. in the original principal amount of
         $8,000,000.00.(7)

10.55    Facility A Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and The Sumitomo Bank, Limited in the original principal amount of
         $9,333,333.33.(7)

10.56    Facility B Term Loan Note dated December 1, 1997 between Kevco, Inc.
         and NationsBank of Texas, N.A. in the original principal amount of
         $50,000,000.00.(7)

10.57    Security Agreement dated December 1, 1997 between Kevco, Inc. and
         NationsBank of Texas, N.A. as Administrative Agent.(7)

10.58    Registration Rights Agreement dated December 1, 1997 by and among
         Kevco, Inc., as Issuer, the Subsidiaries of Kevco, Inc. identified
         therein as Subsidiary Guarantors and Donaldson, Lufkin & Jenrette
         Securities Corporation and NationsBanc Montgomery Securities, Inc., as
         Initial Purchasers.(9)
</TABLE>


<PAGE>   21

<TABLE>
<S>      <C>
10.59    Indenture dated December 1, 1997 among Kevco, Inc., SCC Acquisition
         Corp., Kevco Delaware, Inc., Sunbelt Wood Components, Inc.,
         Consolidated Forest Products, Inc., Bowen Supply, Inc. and Encore
         Industries, Inc., as Subsidiary Guarantors and United States Trust
         Company of New York, as Trustee.(9)

10.60    Supplemental Indenture between Shelter Components Corporation, a
         Subsidiary of Kevco, Inc., and United States Trust Company of New York,
         as Trustee.(9)

10.61    Supplemental Indenture dated as of December 1, 1997 between Shelter
         Distribution, L.P., a Subsidiary of Kevco, Inc., and United States
         Trust Company of New York, as Trustee.(9)

10.62    Supplemental Indenture dated as of December 1, 1997 between DCM, Inc.,
         a Subsidiary of Kevco, Inc., and United States Trust Company of New
         York, as Trustee.(9)

10.63    Supplemental Indenture dated as of December 1, 1997 between Duo-Form of
         Michigan, Inc., a Subsidiary of Kevco, Inc., and United States Trust
         Company of New York, as Trustee.(9)

10.64    Supplemental Indenture dated as of December 1, 1997 between Design
         Components, Inc., a Subsidiary of Kevco, Inc., and United States Trust
         Company of New York, as Trustee.(9)

10.65    Supplemental Indenture dated as of December 1, 1997 between Shelter
         Components of Indiana, Inc., a Subsidiary of Kevco, Inc., and United
         States Trust Company of New York, as Trustee.(9)

10.66    Supplemental Indenture dated as of December 1, 1997 between BPR
         Holdings, Inc., a Subsidiary of Kevco, Inc., and United States Trust
         Company of New York, as Trustee.(9)

10.67    First Amendment to Credit Agreement dated February 12, 1998 between
         Kevco, Inc., certain lenders and NationsBank of Texas, N.A.(10)

10.68    Registered Global Note dated March 5, 1998 among Kevco, Inc., Kevco
         Delaware, Inc., Sunbelt Wood Components, Inc., Bowen Supply, Inc.,
         Encore Industries, Inc., Shelter Components Corporation, BPR Holdings,
         Inc., Shelter Components of Indiana, Inc., Design Components, Inc.,
         Duo-Form of Michigan, Inc., DCM, Inc. and Shelter Distribution, L.P.,
         as Subsidiary Guarantors and United States Trust Company of New York,
         as Trustee.(12)

10.69    Second Amendment to Credit Agreement, dated as of October 27, 1998 (but
         effective as of September 30, 1998), entered into and among Kevco,
         Inc., a Texas corporation, the banks listed on the signature pages
         (collectively, the "Lenders"), and NationsBank, N.A. (successor by
         merger to NationsBank of Texas, N.A.), as the Administrative Agent.(13)

10.70    Waiver entered into as of the 30th day of December 1998, by and among
         the banks listed on the signature pages (the "Lenders"), Kevco, Inc., a
         Texas corporation (the "Borrower"), and NationsBank, N.A. (successor by
         merger to NationsBank of Texas, N.A.), as Administrative Agent for the
         Lenders to the extent and in the manner provided for in the Credit
         Agreement.(13)

10.71    Second Waiver entered into as of the 15th day of February, 1999, by and
         among the banks listed on the signature pages (the "Lenders"), Kevco,
         Inc., a Texas corporation (the "Borrower"), and NationsBank, N.A.
         (successor by merger to NationsBank of Texas, N.A.), as Administrative
         Agent for the Lenders to the extent and in the manner provided for in
         the Credit Agreement.(13)
</TABLE>



<PAGE>   22

<TABLE>
<S>      <C>
10.72    Third Amendment and Waiver entered into as of the 25th day of February,
         1999, by and among the banks listed on the signature pages (the
         "Lenders"), Kevco, Inc., a Texas corporation, and NationsBank, N.A.
         (successor by merger to NationsBank of Texas, N.A.), as Administrative
         Agent for the Lenders to the extent and in the manner provided for in
         the Credit Agreement.(13)

10.73    Letter agreement waiver extension, dated March 22, 1999, between Kevco,
         Inc., NationsBank, N.A., as Administrative Agent and Lender, and the
         other parties thereto.(13)

10.74    Fourth Amendment and Waiver entered into as of the 6th day of April,
         1999, by and among the banks listed on the signature pages (the
         "Lenders"), Kevco, Inc., a Texas corporation, and NationsBank, N.A., as
         Administrative Agent for the Lenders.(14)

21.1     Subsidiaries.(13)

23.1     Consent of PricewaterhouseCoopers LLP.(13)

24.1     Power of Attorney.(13)

27.1     Financial Data Schedule.(13)
</TABLE>


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(1)      Previously filed as an exhibit to the Company's Registration Statement
         on Form S-1 (No. 333-11173) and incorporated herein by reference.
(2)      Previously filed as an exhibit to the Company's Current Report on Form
         8-K dated February 27, 1997, and incorporated herein by reference.
(3)      Previously filed as an exhibit to the Company's registration statement
         on Form S-8 (No. 333-19959), and incorporated herein by reference.
(4)      Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended March 31, 1997 and incorporated herein
         by reference.
(5)      Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended June 30, 1997 and incorporated herein
         by reference.
(6)      Previously filed as an exhibit to the Company's Tender Offer Statement
         on Schedule 14D-1, filed October 28, 1997, and incorporated herein by
         reference.
(7)      Previously filed as an exhibit to the Company's Tender Offer Statement
         on Schedule 14D-1/A, filed December 12, 1997, and incorporated herein
         by reference.
(8)      Schedules and similar attachments to this exhibit have not been
         previously filed herewith, but the nature of their contents is
         described in the body of this exhibit. The Company agrees to furnish a
         copy of any such omitted schedules and attachments to the Securities
         and Exchange Commission upon request.
(9)      Previously filed as an exhibit to the Company's registration statement
         on Form S-4 (No. 333-43691), and incorporated herein by reference.
(10)     Previously filed as an exhibit to the Company's Annual Report on Form
         10-K, for the year ended December 31, 1998 and incorporated herein by
         reference.
(11)     Previously filed as an exhibit to the Company's Current Report on Form
         8-K dated December 23, 1998, and incorporated herein by reference.
(12)     Previously filed as an exhibit to the Company's Quarterly Report on
         Form 10-Q, for the quarter ended March 31, 1998, and incorporated
         herein by reference.
(13)     Previously filed herewith.
(14)     Filed herewith.
*        Management contract or compensatory plan or arrangement.