REPORT ON FORM 10-Q
                      For the quarter ended October 3, 1998




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





                              SAFELITE GLASS CORP.
                      (Exact name as specified in charter)




           DELAWARE                                             13-3386709
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                1105 SCHROCK ROAD, COLUMBUS, OHIO 43229 (Address,  including zip
          code of principal executive offices)

                                 (614) 842-3000
                     (Telephone number, including area code)

        As of October 3, 1998 there were  3,414,345  shares  outstanding  of the
Company's  Class  A  Common  Stock  ($.01  par  value)  and  10,412,638   shares
outstanding of the Company's Class B Common Stock ($.01 par value).










<PAGE>



                            SAFELITE GLASS CORP. AND SUBSIDIARIES

                                            INDEX

                                                                        Page No.

Part I.        Financial Information
               --------------------------
Item 1.        Financial Statements

               Consolidated Condensed Balance Sheets -
               October 3, 1998 and April 4, 1998                              3

               Consolidated Condensed Statements of Operations -
               Three Months Ended October 3, 1998 and September 27, 1997      4

               Consolidated Condensed Statements of Operations -
               Six Months Ended October 3, 1998 and September 27, 1997        5

               Consolidated Condensed Statements of Cash Flows -
               Six Months Ended October 3, 1998 and September 27, 1997        6

               Notes to Consolidated Condensed Financial Statements       7 - 8

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        8 - 12

Part II.       Other Information
               ----------------------

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










<PAGE>



                                     PART I.

ITEM 1.        Financial Statements

                      SAFELITE GLASS CORP. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    (In thousands, except per share amounts)

                                                  October 3, 1998  April 4, 1998
ASSETS                                               (Unaudited)
CURRENT ASSETS:
    Cash ...........................................    $   6,281     $  10,254
    Accounts receivable, net .......................       65,793        62,000
    Inventories ....................................       52,928        50,535
    Other current assets ...........................       23,602        29,798
                                                        ---------     ---------
           Total current assets ....................      148,604       152,587
PROPERTY, PLANT AND EQUIPMENT - NET ................       59,522        61,994
INTANGIBLE ASSETS - NET ............................      293,850       292,325
OTHER ASSETS .......................................       20,048        24,873
DEFERRED INCOME TAXES ..............................       47,467        44,576
                                                        ---------     ---------
 TOTAL ASSETS ......................................    $ 569,491     $ 576,355
                                                        =========     =========

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Accounts payable ...............................    $  52,938     $  43,480
    Current portion - long term debt ...............       10,665         5,941
    Accrued expenses:
        Payroll and related items ..................        9,718         9,669
        Self-insurance reserves ....................        6,998         7,018
        Restructuring reserves .....................        9,397        22,390
        Accrued interest ...........................        3,772         8,695
        Other ......................................       10,410        15,075
                                                        ---------     ---------
           Total current liabilities ...............      103,898       112,268
LONG-TERM DEBT - LESS CURRENT PORTION ..............      501,776       497,645
OTHER LONG-TERM LIABILITIES ........................       11,111        14,853
STOCKHOLDERS' EQUITY (DEFICIT):
    Preferred stock issued, 8%, $0.01 par value ....            0             0
    Class A common stock issued, $0.01 par value ...           38            38
    Class B common stock issued, $0.01 par value ...          104           104
    Additional paid-in capital .....................      324,879       324,879
    Accumulated deficit ............................     (360,960)     (362,077)
    Other ..........................................      (11,355)      (11,355)
                                                        ---------     ---------
           Total stockholders' deficit .............      (47,294)      (48,411)
                                                        ---------     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ........    $ 569,491     $ 576,355
                                                        =========     =========

            See notes to consolidated condensed financial statements.

                                        

<PAGE>



                      SAFELITE GLASS CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                                       Three Months Ended
                                              October 3, 1998 September 27, 1997
                                                 (Unaudited)     (Unaudited)
SALES:
    Installation and related services ............     $ 219,447      $ 113,185
    Wholesale ....................................        12,405         13,136
                                                       ---------      ---------
        Total sales ..............................       231,852        126,321
COST OF SALES ....................................       171,530         85,436
                                                       ---------      ---------
GROSS PROFIT .....................................        60,322         40,885
SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES .....................................        48,307         27,012
LOSS ON SALE OF SUBSIDIARY .......................          --            5,418
RESTRUCTURING EXPENSES ...........................           713           --
OTHER OPERATING EXPENSES .........................         2,628           --   
                                                       ---------      ---------
OPERATING INCOME .................................         8,674          8,455
INTEREST EXPENSE .................................       (11,273)        (6,872)
INTEREST INCOME ..................................            57            358
                                                       ---------      ---------
INCOME (LOSS) BEFORE INCOME TAX PROVISION ........        (2,542)         1,941
INCOME TAX (PROVISION) BENEFIT ...................           210         (3,016)
                                                       ---------      ---------

NET LOSS .........................................     $  (2,332)     $  (1,075)
                                                       =========      =========













            See notes to consolidated condensed financial statements.

                                        

<PAGE>



                      SAFELITE GLASS CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                                       Six Months Ended
                                              October 3, 1998 September 27, 1997
                                                (Unaudited)      (Unaudited)
SALES:
    Installation and related services ..........      $ 446,505       $ 226,626
    Wholesale ..................................         26,514          28,816
                                                      ---------       ---------
        Total sales ............................        473,019         255,442
COST OF SALES ..................................        342,262         170,494
                                                      ---------       ---------
GROSS PROFIT ...................................        130,757          84,948
SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES ...................................         95,799          56,340
LOSS ON SALE OF SUBSIDIARY .....................           --             5,418
RESTRUCTURING EXPENSES .........................          4,222            --
OTHER OPERATING EXPENSES .......................          3,613            --   
                                                      ---------       ---------
OPERATING INCOME ...............................         27,123          23,190
INTEREST EXPENSE ...............................        (22,460)        (13,240)
INTEREST INCOME ................................            212             590
                                                      ---------       ---------
INCOME BEFORE INCOME TAX PROVISION .............          4,875          10,540
INCOME TAX PROVISION ...........................         (3,758)         (6,528)
                                                      ---------       ---------

NET INCOME .....................................      $   1,117       $   4,012
                                                      =========       =========














            See notes to consolidated condensed financial statements.



                                        

<PAGE>



                      SAFELITE GLASS CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                      Six Months Ended
                                              October 3, 1998 September 27, 1997
                                               (Unaudited)         (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................   $   1,117    $   4,012
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization ..................      11,611        4,129
   Loss on sale of subsidiary .....................        --          5,418
   Deferred income taxes ..........................       2,872        6,528
   (Gain) loss on disposition of assets ...........        (179)           8
   Changes in operating assets and liabilities:
    Accounts receivable ...........................      (3,793)      (2,975)
    Inventories ...................................      (2,393)       4,700
    Accounts payable ..............................       9,458        3,952
    Restructuring reserves ........................     (14,274)        --
    Accrued expenses ..............................      (4,636)       3,900
    Accrued interest ..............................      (4,923)         488
    Other .........................................       1,459      (12,234)
   Cash flows provided by discontinued operations .        --          7,915
                                                      ---------    ---------
    Net cash flows provided by operating activities      (3,681)      25,841
                                                      ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ...........................      (9,338)      (4,963)
   Proceeds from sale of fixed assets .............         191           45
   Net cash transferred upon sale of subsidiary ...        --         (3,407)
                                                      ---------    ---------
    Net cash flows provided by (used in) investing
     activities ...................................      (9,147)      (8,325)
                                                      ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on long-term debt .....................      (2,995)      (2,699)
   Borrowings on revolver .........................     114,740        3,520
   Payments on revolver ...........................    (102,890)     (11,120)
   Stock transactions .............................        --             40
                                                      ---------    ---------
    Net cash flows provided by (used in) financing
     activities ...................................       8,855      (10,259)
                                                      ---------    ---------
NET DECREASE IN CASH ..............................      (3,973)       7,257
CASH AT BEGINNING OF PERIOD .......................      10,254       16,515
                                                      ---------    ---------
CASH AT END OF PERIOD .............................   $   6,281    $  23,772
                                                      =========    =========

SUPPLEMENTAL DISCLOSURES:
   Cash paid for interest .........................   $  26,174    $  11,864
                                                      =========    =========
   Cash paid for income taxes .....................   $     431    $     219
                                                      =========    =========

            See notes to consolidated condensed financial statements.

                                        

<PAGE>



                      SAFELITE GLASS CORP. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.        Significant Accounting Policies

               The consolidated  condensed  financial  statements of the Company
               include the  accounts of all wholly  owned  subsidiaries  and all
               significant   intercompany  amounts  have  been  eliminated.   On
               December 19, 1997,  Safelite completed a merger with Vistar, Inc.
               (the  "Vistar  Merger").  The  merger  was  accounted  for  as  a
               purchase;  accordingly,  the operations of Vistar are included in
               the Company's financial  statements  beginning December 19, 1997.
               Prior  to the  Vistar  Merger,  Vistar  was  the  second  largest
               provider of automotive  glass  replacement and repair services in
               the United States (see Note 3).

               The  balance  sheet  at  April  4,  1998 is  condensed  financial
               information  taken from the audited  balance  sheet.  The interim
               consolidated condensed financial statements are unaudited but, in
               the opinion of management,  reflect all adjustments necessary for
               a fair  presentation  of the results of operations  and financial
               position for such periods. All such adjustments  reflected in the
               consolidated  condensed financial statements are considered to be
               of a normal recurring  nature.  On May 18, 1998, the Company made
               the  decision  to change  its fiscal  year end from the  Saturday
               closest to December 31 to the  Saturday  closest to March 31. The
               financial  statements  for the three  months and six months ended
               October 3, 1998  should be read in  conjunction  with the audited
               consolidated  financial statements and notes thereto contained in
               the Company's transition period report for the three months ended
               April 4, 1998 and the Company's annual report for the fiscal year
               ended January 3, 1998.  Results of operations in interim  periods
               are not  necessarily  indicative  of results to be expected for a
               full year.

               Comprehensive  Income -  Comprehensive  income  was  equal to net
               income for the six months ended October 3, 1998 and September 27,
               1997.

Note 2.        Purchase Accounting Adjustments and Restructuring

               As a result of the Vistar  Merger,  the Company has  undertaken a
               process  to  consolidate  redundant  overhead  in both  field and
               corporate   operations,   eliminate   redundant   service  center
               locations and eliminate redundant sales and marketing activities.
               During the quarter ended October 3, 1998, the Company recorded an
               accrual of $0.8 million for Vistar  service  center  closings and
               employee  severance as part of its purchase price  allocation for
               Vistar. In addition,  during the quarter ended October 3, 1998, a
               restructuring  provision  of $0.7 million was recorded to provide
               for Safelite service center closings and related severance costs.


 

<PAGE>




               As of  October  3,  1998,  the  majority  of  this  consolidation
               activity had been completed.  Prior to December 1998, the Company
               expects to complete its market-by-market  analysis of overlapping
               field locations and administrative  activities of both Vistar and
               the Company.  Costs  associated with additional  consolidation of
               Vistar functions and activities will be recorded as an adjustment
               to the initial  purchase  allocation.  The costs  associated with
               closing Safelite  locations will be expensed when the decision as
               to which  facilities to close is made.  Management  estimates the
               aggregate of all merger related closing and  consolidation  costs
               will range from $38.0 million to $40.0 million.

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

Results of Operations

Sales. Sales for the quarter ended October 3, 1998, increased $105.5 million, or
84% to $231.8 million, from $126.3 million in the corresponding quarter of 1997.
Installation and related services for the second quarter grew $106.3 million, or
94% to $219.4  million.  Approximately  70% of this growth was  attributable  to
service  center sales while the  remainder  was  provided by  increased  network
sales.  Most of the  sales  growth  in  installation  and  related  services  is
attributable to the Vistar Merger,  with some pricing  favorability and improved
customer  mix also  contributing  to the  increase.  While sales have  increased
substantially  over last year due to the Vistar Merger,  the Company's  focus on
the complexities of merger  integration  activities has had an adverse impact on
post-merger sales growth.

Wholesale  sales for the quarter ended October 3, 1998, fell 6% to $12.4 million
as a result of a 2% decline  in unit sales  further  impacted  by lower  prices.
These  results are  reflective  of the soft market  conditions  currently  being
experienced in the auto glass replacement market.

For the six months ended October 3, 1998, sales increased $217.6 million, or 85%
to $473.0 million from $255.4 million.  Installation  and related  services rose
$219.9 million,  or 97% to $446.5 million,  and wholesale sales fell 8% to $26.5
million for the reasons discussed above.

Gross  Profit.  Gross profit for the quarter  ended  October 3, 1998,  increased
47.5% to $60.3 million,  from $40.9 million in the  comparable  quarter of 1997,
mainly as a result of  increased  sales  volume  from the Vistar  Merger.  Gross
profit margin  decreased to 26% as compared to 32% in the  comparable  period of
the prior year as higher prices and improved  customer mix were more than offset
by the higher rate of growth of network  business  relative to total sales.  The
gross  profit  margin  on  network  sales is  substantially  lower  than on work
performed  through  Safelite  owned  service  centers.  Additional  gross margin
compression  occurred as a result of decreased  productivity  in service  center
operations during the merger integration period.


 

<PAGE>




For the six  months  ended  October 3, 1998,  gross  profit was $130.8  million,
reflecting an increase of $45.8 million,  or 54% over the  comparable  period in
1997. Gross profit margin decreased to 27.6% in the first half of 1998, from 33%
in the comparable period of 1997,  primarily due to the shift in mix of business
towards  network  business and away from Safelite owned service  centers and the
decreased service center productivity described above.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses rose 79% in the second quarter of 1998 to $48.3 million,
as compared to $27.0 million in the  corresponding  quarter in 1997, mainly as a
result of the Vistar  Merger.  As a  percentage  of sales for the quarter  ended
October 3, 1998, selling,  general and administrative  expenses remained flat at
21% as merger synergies  achieved by the elimination of overlapping  general and
administrative functions offset the effects of slower post-merger sales growth.

For the six months ended October 3, 1998,  selling,  general and  administrative
expenses rose 70% to $95.8 million from $56.3 million in the  corresponding  six
months of 1997.  As a percentage  of sales for the six months  ended  October 3,
1998,  selling,  general and  administrative  expenses decreased to 20% from the
corresponding  prior year  percentage  of 22% due to the  achievement  of merger
synergies.

Income Before Income  Taxes.  Income before income taxes  decreased to a loss of
$2.5  million in the second  quarter of 1998 from net income of $1.9  million in
the comparable quarter of 1997. For the six months ended October 3, 1998, income
before taxes  decreased to $4.9  million  from $10.5  million in the  comparable
period of 1997.  In  addition to the impact of merger  integration  on sales and
gross profit described  above,  income before income taxes in 1998 was adversely
affected  by $9.2  million  in  increased  interest  costs and $7.8  million  in
restructuring and one-time  integration costs associated with the Vistar Merger.
Income  before  income taxes in the quarter and six months ended  September  27,
1997 included a $5.4 million loss on sale of the Company's  former parent,  Lear
Siegler.

Income  Taxes.  In the  second  quarter  and first half of 1998,  the  Company's
provisions for income taxes were significantly higher than income taxes computed
using statutory rates due to permanent differences,  of which the principal item
is non-deductible amortization of goodwill.

Net Income.  Net loss for the quarter ended  October 3, 1998,  was $2.3 million,
compared with a loss of $1.1 million in the comparable  quarter of 1997. For the
six months ended October 3, 1998,  net income was $1.1  million,  down from $4.0
million in the  corresponding  period of 1997.  The decreases in net income from
1997 were  primarily due to the changes in income before income taxes  described
above.



<PAGE>




Current Business Environment

        Since its merger with Vistar,  the Company has been  implementing a cost
savings  program.  While the Company's cost savings program has been successful,
sales levels have been adversely impacted by the complexities of integration and
difficulties  in combining  the disparate  cultures of the two merger  partners.
Management  is  taking  actions  to  refocus  its  field  sales  and  operations
organizations  in order to  improve  the  Company's  sales  performance,  but no
assurance can be given that the Company will be successful in these efforts. See
also "Liquidity and Capital Resources."

Liquidity and Capital Resources

        Net cash used in operating  activities  for the six months ended October
3, 1998 was $3.7  million,  an increase in cash usage of $29.5  million from the
corresponding  prior year period.  Excluding the cash flows associated with Lear
Siegler discontinued  operations during the six month period ended September 27,
1997,  the  increase  in cash  usage  of  $21.6  million  was  primarily  due to
restructuring  cash payments and debt service  requirements  associated with the
Vistar Merger.

        The   Company's   investing   activities   consist   mainly  of  capital
expenditures  for new and  existing  service  center  and  warehouse  locations,
capacity and efficiency  upgrades to manufacturing  facilities,  and information
technology equipment. Capital expenditures totaled $9.3 million and $5.0 million
for the six months ended October 3, 1998 and September 27, 1997, respectively.

        Management   expects   post-integration   capital   spending  levels  to
approximate  $22.0 million  annually after the Vistar Merger,  with  maintenance
spending  approximating  $10.0  million to $12.0  million  annually.  Additional
integration-related capital expenditures of $3.0 million to $5.0 million in both
fiscal  years 1999 and 2000 are  expected as a result of (i)  converting  Vistar
service  centers  and  mobile  vans to the  Safelite  logo and  format  and (ii)
expansion of certain centralized telephone/dispatch center locations.

        Historically,  the Company has utilized  internally  generated funds and
borrowings  under credit  facilities to meet ongoing working capital and capital
expenditure  requirements.  The Company will rely on internally  generated funds
and, to the extent necessary,  on borrowings under its revolving credit facility
to meet its liquidity  needs.  As of October 3, 1998,  the Company had long-term
borrowings  of  $512.4  million  and $46.9  million  of  availability  under its
revolving  credit facility (less $13.5 million in letters of credit  outstanding
).

        The Company's credit  facilities  contain  financial and other covenants
that limit the ability of the Company to, among other things, dispose of assets,
incur  additional  indebtedness,   incur  guarantee  obligations,  prepay  other
indebtedness  or amend other debt  instruments,  pay dividends,  create liens on
assets,  make  investments,   loans  or  advances,  make  acquisitions,   create
subsidiaries,  engage  in  mergers,  or  engage  in  certain  transactions  with
affiliates and otherwise restrict certain corporate activities. In addition, the
Company is  required  to comply  with  certain  financial  covenants,  including
specified  financial  ratios,  minimum  interest  coverage  ratios  and  maximum
leverage ratios. Depending


<PAGE>




on the Company's performance,  the Company may not comply with certain covenants
contained in its senior  credit  facilities  during the three month period ended
January 2, 1999 or the three month period ended April 3, 1999.

        The Company has initiated  discussions with its lenders under the senior
credit  facilities  seeking  modifications  of certain  covenants  in the senior
credit  facilities  which  would  more  likely  assure the  Company's  continued
compliance  with its covenants.  There can be no assurance that the Company will
be successful in modifying its credit  facilities or, if successful,  be able to
do so on terms that will not impose other  restrictions  on the Company.  If the
Company  is  unable  to obtain  such a  modification  and is unable to remain in
compliance  with  certain  covenants,  then,  in the  absence of a waiver by the
lenders,  the outstanding  principal  balances under the Company's senior credit
facilities, which in the aggregate totaled $503.1 million as of October 3, 1998,
may be subject to acceleration by the lenders.

        In addition, the ability of the Company to operate its business, service
its debt service  obligations and reduce its total debt will be dependent on the
future  performance  of the Company,  which in turn,  will be subject to general
economic  conditions and to financial,  business,  and other factors,  including
factors  beyond the Company's  control.  A portion of the  Company's  debt bears
interest at floating  rates;  therefore,  its  financial  condition  is and will
continue to be affected by changes in prevailing interest rates.

Impact of Year 2000

        The Company has initiated a program to prepare its computer  systems and
applications  for the Year 2000 change ("Year 2000").  As part of this program a
team has been assigned to evaluate the nature and extent of the work required to
make the Company's systems, products, electronic linkages with insurance company
customers and infrastructure  Year 2000 compliant.  Included in the scope of the
project  are  computer,   network  and  communications  hardware,   systems  and
applications software,  telecommunication and point of sale equipment, "embedded
chip" issues within manufacturing and other facilities,  as well as verification
with key  suppliers  and  customers  as to their  compliance  with the Year 2000
issue.

        The  assessment  phase of the Year 2000  project  is  approximately  60%
complete with final  completion of the assessment  phase  scheduled for December
1998. Implementation of remediation for Year 2000 compliance is already underway
and is currently  estimated to be 25% complete with final completion expected by
August 1999.  Completion of remediation testing is scheduled for September 1999,
while contingency planning is anticipated to be finished by March 1999.

        Remediation  of systems  and  applications  software  is being  affected
through outside consultants, "factory support", in-house staff and in some cases
by  the  replacement  of  packages.   Safelite  is  building  an  isolated  test
environment  where systems will be tested by resetting  dates to various  points
beyond the year 2000.



<PAGE>



        Based on the Company's latest assessments,  the total cost of addressing
the Year 2000 issue is estimated to be in the range of $2.0 to $3.0 million with
the majority of these costs representing  incremental  business costs to outside
vendors  and  consultants.  As of  October  3, 1998 less  than $0.1  million  of
external  costs have been incurred.  The Company does not  separately  track the
internal costs for the Year 2000 project,  with such costs being principally the
related payroll costs for the Management Information Systems staff.

        Surveys of critical  suppliers  and vendors  are  currently  underway to
determine whether their systems will be timely converted.  However, there can be
no assurance  that the systems of other  companies  on which the Company  relies
will be timely  converted or that any such failure to convert by another company
would not have an  adverse  effect on the  Company's  systems.  Furthermore,  no
assurance can be given that any or all of the  Company's  systems are or will be
Year 2000  compliant,  or that the ultimate  costs  required to address the Year
2000 project or the impact of any failure to achieve Year 2000  compliance  will
not have a material adverse effect on the Company's financial condition. Readers
are cautioned that  forward-looking  statements  contained in the Impact of Year
2000 should be read in  conjunction  with the  Company's  disclosures  under the
heading  "Cautionary  Statement for the Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995" beginning on page 12.

Cautionary  Statement  for the Purposes of the "Safe  Harbor"  Provisions of the
Private Securities Litigation Reform Act of 1995

        Statements  contained  in this report that are  prefaced  with the words
"may,"  "will,"  "expect,"  "anticipate,"   "continue,"  "estimate,"  "project,"
"intend,"  "designed"  and  similar   expressions,   are  intended  to  identify
forward-looking  statements  regarding  events,  conditions and financial trends
that may affect the Company's  future plans of  operations,  business  strategy,
results of operations and financial position.  These statements are based on the
Company's  current  expectations  and  estimates  as to  prospective  events and
circumstances about which the Company can give no firm assurance.  Further,  any
forward-looking  statement speaks only as of the date on which such statement is
made,  and the Company  undertakes no  obligation to update any  forward-looking
statement  to  reflect  events or  circumstances  after  the date on which  such
statement is made.  As it is not  possible to predict  every new factor that may
emerge,  forward-looking statements should not be relied upon as a prediction of
actual future financial condition or results. These forward-looking  statements,
like any forward-looking statements,  involve risks and uncertainties that could
cause actual results to differ  materially  from those projected or anticipated.
Such risks and uncertainties include product demand,  regulatory  uncertainties,
the effect of  economic  conditions,  the  impact of  competitive  products  and
pricing,  changes  in  customers'  ordering  patterns  and  costs  and  expenses
associated  with any Year 2000 issues  associated  with the  Company,  including
updating software and hardware and potential system interruptions. The foregoing
list should not be construed as exhaustive.

<PAGE>


                                    PART II.

ITEM 6.        Exhibits and Reports on Form 8-K

               There were no reports on Form 8-K filed during the quarter  ended
               October 3, 1998.




                                       13
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                                   SIGNATURES

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

                              SAFELITE GLASS CORP.

     Date: November 17, 1998                 /s/  Douglas A. Herron
                                                  ------------------------
                                                  Douglas A. Herron
                                                  Senior Vice President
                                                  Chief Financial Officer



                              
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