SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q


          [ x ]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended July 3, 1999

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

                        Commission File Number 333-21949
                                ----------------

                              SAFELITE GLASS CORP.
             (Exact name of registrant as specified in its 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)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section 15(d) of the Securities and 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 [ ]

         As  of  July  3,  1999  there  were  3,414,345  shares  outstanding  of
Safelite's  Class  A  Common  Stock  ($.01  par  value)  and  10,412,638  shares
outstanding of Safelite's Class B Common Stock ($.01 par value).





<PAGE>



                              SAFELITE GLASS CORP.
                                    Form 10-Q
                       For the Quarter Ended July 3, 1999

                                      INDEX

                                                                        Page No.

Part I.       Financial Information
------------------------------------

Item 1.       Financial Statements

              Condensed Balance Sheets - July 3, 1999 and April 3, 1999...  2

              Condensed Statements of Operations - Three Months Ended
                  July 3, 1999 and July 4, 1998...........................  3

              Condensed Statements of Cash Flows - Three Months Ended
                  July 3, 1999 and July 4, 1998...........................  4

              Notes to Condensed Financial Statements.....................  5

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................5 - 8

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

Item 6.       Exhibits and Reports on Form 8-K............................ 9










                                      -1-
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                                     PART I.
ITEM 1.       Financial Statements
                              SAFELITE GLASS CORP.
                            CONDENSED BALANCE SHEETS
                    (In thousands, except per share amounts)

                                                     July 3, 1999  April 3, 1999
                                                     ------------  -------------
                                                      (Unaudited)
ASSETS
CURRENT ASSETS:
     Cash ........................................     $   1,554    $   2,876
     Accounts receivable, net of allowance for
      uncollectible accounts of $5,274 and $5,100         76,929       70,296
     Inventories .................................        54,974       50,451
     Other current assets ........................        17,555       20,003
                                                        ---------    ---------
              Total current assets ...............       151,012      143,626
PROPERTY, PLANT AND EQUIPMENT - net of accumulated
     depreciation of $67,474 and $64,172..........        64,011       64,080
INTANGIBLE ASSETS - net of accumulated amortization
     of $23,505 and $21,039 ......................       278,337      280,814
OTHER ASSETS .....................................        82,388       85,307
                                                        ---------    ---------
TOTAL ASSETS .....................................      $575,748     $573,827
                                                        =========    =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
     Accounts payable ............................      $ 61,047     $ 50,305
     Current portion - long term debt ............         3,464        4,537
     Accrued expenses ............................        31,107       29,457
     Accrued interest ............................         1,165        6,589
                                                        ---------    ---------
              Total current liabilities ..........        96,783       90,888
LONG-TERM DEBT - LESS CURRENT PORTION ............       476,414      482,846
OTHER LONG-TERM LIABILITIES ......................         6,716        6,627
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
     Series A preferred stock issued, $0.01 par value          1            1
     8% Non-voting preferred stock issued, $0.01 par value     1            1
     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 ..................       374,877      374,877
     Accumulated deficit .........................      (373,718)    (376,087)
     Other .......................................        (5,468)      (5,468)
                                                        ---------    ---------
         Total stockholders' deficit .............        (4,165)      (6,534)
                                                        ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ......      $575,748     $573,827
                                                        =========    =========


                  See notes to condensed financial statements.


                                      -2-
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                              SAFELITE GLASS CORP.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                                 (In thousands)


                                                          Three Months Ended
                                                      July 3, 1999  July 4, 1998
                                                      ------------  ------------

SALES:
     Installation and related services ...........     $ 227,872    $ 227,058
     Wholesale ...................................        11,223       14,109
                                                        ---------    ---------
         Total sales .............................       239,095      241,167
COST OF SALES:
     Installation and related services ...........       163,339      159,454
     Wholesale ...................................         9,352       11,278
                                                        ---------    ---------
         Total cost of sales .....................       172,691      170,732
                                                        ---------    ---------
GROSS PROFIT .....................................        66,404       70,435
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES......        49,232       47,474
RESTRUCTURING EXPENSES ...........................                      3,509
OTHER OPERATING EXPENSES .........................                        985
                                                        ---------    ---------
OPERATING INCOME .................................        17,172        18,467
INTEREST EXPENSE .................................       (11,458)     (11,187)
INTEREST INCOME ..................................            88          137
                                                        ---------    ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
     INCOME TAX PROVISION ........................         5,802        7,417
INCOME TAX PROVISION .............................        (3,433)      (3,968)
                                                        ---------    ---------

NET INCOME .......................................      $  2,369     $  3,449
                                                        =========    =========


                  See notes to condensed financial statements.


                                      -3-
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                              SAFELITE GLASS CORP.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)

                                                          Three Months Ended
                                                     July 3, 1999   July 4, 1998
                                                     ------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................     $  2,369      $  3,449
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization .................        5,810         6,041
   Deferred income taxes .........................        3,433         3,968
   Loss on disposition of assets .................           20            12
   Changes in operating assets and liabilities:
     Accounts receivable .........................       (6,633)       (8,235)
     Inventories .................................       (4,523)       (3,904)
     Accounts payable ............................       10,742         9,164
     Accrued expenses ............................        2,438        (5,144)
     Restructuring reserves ......................       (1,154)       (3,742)
     Accrued interest ............................       (5,424)       (2,803)
     Other .......................................        2,821          (639)
                                                        --------      --------
     Net cash flows provided by (used in)
       operating activities.......................        9,899        (1,833)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ..........................       (3,627)       (4,255)
   Proceeds from sale of fixed assets ............            4            13
                                                        --------      --------
     Net cash flows used in investing activities .       (3,623)       (4,242)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on long-term borrowings ..............       (1,498)       (1,551)
   Borrowings (payments) on revolver, net ........       (6,100)        6,170
                                                        --------      --------
     Net cash flows provided by (used in)
       financing activities.......................       (7,598)        4,619
                                                        --------      --------

NET DECREASE IN CASH .............................       (1,322)       (1,456)
CASH AT BEGINNING OF PERIOD ......................        2,876        10,254
                                                        --------      --------
CASH AT END OF PERIOD ............................      $ 1,554       $ 8,798
                                                        ========      ========

SUPPLEMENTAL DISCLOSURES:
   Cash paid for interest ........................     $ 16,416      $ 13,353
                                                       =========     =========

   Cash paid for income taxes ....................     $    216      $    312
                                                       =========     =========





                  See notes to condensed financial statements.


                                      -4-
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                              SAFELITE GLASS CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.       Significant Accounting Policies

              These interim  financial  statements  are  unaudited  but, in the
              opinion of management,  reflect all adjustments  (consisting only
              of normal recurring  adjustments) necessary to present fairly the
              data for these periods.  The interim financial  statements should
              be read in conjunction with the audited financial  statements and
              notes thereto contained in Safelite's Report on Form 10-K for the
              fiscal year ended April 3, 1999.  Safelite's  results for interim
              periods are not normally indicative of results to be expected for
              the fiscal year.  Safelite's business is somewhat seasonal,  with
              the first and fourth calendar quarters of each year traditionally
              being its slowest  periods of  activity.  This  reduced  level of
              sales  combined  with  the  Company's   operating   leverage  has
              historically resulted in a disproportionate  decline in operating
              income  during the first and  fourth  calendar  quarters  of each
              year.  The severity of weather  also has an impact on  Safelite's
              sales and operating income, with severe winter weather generating
              increased  sales and income  and mild  winters  generating  lower
              sales and income.

              Preference  Dividends  -  At  July  3,  1999,  cumulative  unpaid
              preference dividends totaled $5.1 million.

              Comprehensive  Income  -  Comprehensive  income  was equal to net
              income for the three months ended July 3, 1999 and July 4, 1998.

              Segments  -  Safelite  has  determined  that  it  operates in two
              industry   segments:   installation   and  related  services  and
              wholesale.  Safelite  does not  allocate  assets  or overhead  by
              segment.

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

Results of Operations

Sales.  Sales for the quarter ended July 3, 1999,  decreased  $2.1  million, or
0.9%, to $239.1 million, from $241.2 million in the quarter ended July 4, 1998.
Installation and related services sales of $227.9 million for the first quarter
remained  virtually  even with same  period  of the prior  year, despite a 7.7%
increase in unit sales.  The increase in unit sales was offset by lower overall
industry pricing  levels as compared to the  first fiscal quarter of 1999, when
there  was  a  significant  industry-wide  price  increase  which  subsequently
dissipated.

Wholesale sales for the quarter ended July 3, 1999, fell 20.5% to $11.2 million
as a result of a decline in unit sales.  These results reflect both a strategic
move by Safelite away from less profitable truckload  sales, as well as a shift
towards  greater  use  of  Safelite  manufactured  product  in  service  center
locations.


                                      -5-
<PAGE>


Gross Profit. Gross profit for the quarter ended July 3, 1999, decreased 5.7% to
$66.4 million,  from $70.4 million in the prior year quarter.  Gross profit rate
decreased  to  27.8%  as compared  to 29.2% in  the quarter  ended July 4, 1998,
due primarily  to a higher  percentage 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.  Also  contributing to
margin compression was lower industry-wide  pricing which more than offset lower
product costs and increased service center productivity levels.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses increased $1.8 million, or 3.7% in the first quarter to
$49.2  million.  As a  percentage  of sales for the quarter  ended July 3, 1999,
selling,  general and  administrative  expenses increased to 20.6% from 19.7% in
the  quarter  ended  July  4,  1998.  The  increase  in  selling,   general  and
administrative  expenses is  primarily  attributable  to  commencement  of a new
national  cable TV  advertising  program and increased  staffing in our national
call centers to support recent Master Provider program wins.

Restructuring Expenses. Safelite recorded $3.5 million in restructuring expenses
and $1.0 million in one-time  integration costs during the quarter ended July 4,
1998 as a result of consolidation and integration activities associated with the
December 19, 1997 merger with Vistar.  These activities were completed in fiscal
year 1999.

Income Before Income Taxes. Income before income taxes decreased to $5.8 million
in the first  quarter from $7.4 million in the first  quarter of the prior year.
This is  attributable  to the  lower  gross  profit  and  increase  in  expenses
described above,  partially offset by the $4.5 million in restructuring  charges
and one-time  integration  costs  included in income  before income taxes in the
quarter ended July 4, 1998.

Income Taxes.  For the quarters ended July 3, 1999 and July 4, 1998,  Safelite's
provision for income taxes was  significantly  above income taxes computed using
statutory rates primarily due to non-deductible amortization of goodwill arising
from the Vistar merger.

Net Income.  Net income for the quarter  ended July 3, 1999,  was $2.4  million,
down from $3.4  million in the quarter  ended July 4, 1998.  The decrease in net
income from fiscal 1999 was primarily due to the changes in income before income
taxes described above.

Year 2000 Issues

Many  computer  systems in use today may be unable to correctly  process data or
may not operate at all after  December 31, 1999 because those systems  recognize
the year within a date only by the last two digits.  Some computer  programs may
interpret  the  year  "00" as  1900,  instead  of as  2000,  causing  errors  in
calculations  or the  value  "00"  may be  considered  invalid  by the  computer
program, causing the system to fail. Year 2000 issues may affect (1) Information
Technology (IT) utilized in Safelite's widely diversified  business  information
systems,   including   mainframe  and  client   server   hardware  and  software
communications  and point of sale  equipment  (IT Systems);  (2) non-IT  systems
utilized  by  Safelite,  such  as  communications,  facilities  management,  and
manufacturing and service equipment  containing embedded computer chips; and (3)
IT and non-IT systems of third parties relied on by Safelite, such as customers,
suppliers, distributors, banks and utilities.


                                      -6-
<PAGE>

Safelite  could be  adversely  affected if Year 2000 issues are not  resolved by
Safelite  or  material  third  parties  before the Year 2000.  Possible  adverse
consequences  include,  but  are not  limited  to (1) the  inability  to  obtain
products or services used in business operations,  (2) the inability to transact
business with customers,  (3) the inability to execute  transactions through the
financial  markets,  and (4) the  inability to  manufacture  or deliver goods or
services sold to customers.  Safelite's  management  believes that at least some
minor  disruptions due to Year 2000 issues will occur. On a worst case basis, if
Safelite,  one or  more  of  its  significant  customers  or  suppliers,  or key
government bodies are unable to implement timely and effective  solutions to the
Year 2000 issues,  Safelite could suffer material adverse effects. The financial
impact of these effects cannot currently be estimated.

Safelite relies heavily on computer  technologies to operate its business.  As a
result,  Safelite continuously seeks to upgrade and improve its computer systems
in order to provide better service to its customers and to support the Company's
growth.  Safelite has  initiated a program to prepare its  computer  systems and
applications to accurately  process  date/time data from,  into, and between the
years 1999 and 2000. As part of this program, a team has been assigned to assess
the nature and extent of the work  required  to make  Safelite's  IT Systems and
non-IT Systems Year 2000 compliant.

The assessment and remediation  phases of the Year 2000 project are complete for
all critical systems. Implementation and testing is underway and is scheduled to
be complete by August 1999. Remediation of systems and applications software has
been effected through outside consultants, "factory support", in-house staff and
in some cases by the  replacement  of software  packages.  Safelite has built an
isolated test  environment  where systems are being tested by resetting dates to
various  points  beyond the year  2000.  Management  expects  that by the end of
calendar  1999, all of Safelite's  critical  systems that are not currently Year
2000 compliant will be corrected or replaced.

Surveys of critical customers and suppliers are currently underway to assess the
status of their Year 2000 compliance efforts. However, there can be no assurance
that the  systems of other  companies  on which  Safelite  relies will be timely
converted.  There can be no assurance  that Year 2000  failures  experienced  by
Safelite or third parties will not have a material  adverse effect on Safelite's
financial  condition  and  operations.   Safelite  has  begun  consideration  of
contingency  plans to deal with Year 2000  issues in the event that  remediation
efforts were unsuccessful. These plans are being more fully developed throughout
1999 to address specific areas of need.

Based on Safelite's  latest  assessments,  the total cost of addressing the Year
2000 issue is estimated to be in the range of $2.0 million to $3.0 million, with
the majority of these costs representing  incremental  business costs to outside
vendors  and  consultants.  As of July 3, 1999,  approximately  $1.3  million of
external  costs  have been  incurred.  Safelite  does not  separately  track the
internal costs for the Year 2000 project, with these costs being principally the
related payroll costs for the management  information  systems staff.

                                      -7-
<PAGE>

Liquidity and Capital Resources

Net cash provided by operating  activities for the three month period ended July
3, 1999 was $9.9 million,  an increase in operating  cash flows of $11.7 million
from the same period of the prior year.  The increase in operating cash flow has
resulted  mainly from  decreased  working  capital and  decreased  restructuring
requirements in the current year.

Safelite's  investing  activities consist mainly of capital expenditures for new
and existing  service  center and warehouse  locations,  capacity and efficiency
upgrades  to  manufacturing   facilities,  as  well  as  information  technology
equipment.  Capital  expenditures  totaled $3.6 million and $4.3 million for the
quarters ended July 3, 1999, and July 4, 1998, respectively.

Safelite relies on internally  generated funds and, to the extent necessary,  on
borrowings  under its revolving  credit facility to meet its liquidity needs. As
of July 3,  1999,  Safelite  had  long-term  borrowings  of $479.9  million  and
availability under the revolving credit facility of $54.9 million.

The  ability of  Safelite 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  Safelite's  control.  A portion of  Safelite's  debt bears  interest  at
floating rates;  therefore,  its financial  condition is and will continue to be
effected by changes in prevailing  interest  rates.  Safelite uses interest rate
exchange   agreements  to  manage   exposure   associated   with  interest  rate
fluctuations.  An  increase  of 1% in  interest  rates  would have the effect of
increasing  annual  interest  expense by  approximately  $1.7 million based upon
Safelite's quarter ended July 3, 1999 borrowing levels.

Forward-Looking Statements

Readers  are  cautioned  that  there are  statements  contained  in this report,
including but not limited to those under the caption Year 2000 Issues, which are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995 (the "Act").  Forward-looking  statements  include
statements which are predictive in nature,  which depend upon or refer to future
events or  conditions,  which include  words such as  "expects",  "anticipates",
"intends",   "plans",  "believes",   "estimates",  or  similar  expressions.  In
addition,  any statements  concerning  future financial  performance  (including
future  revenues,  earnings or growth  rates),  ongoing  business  strategies or
prospects,  and  possible  future  Company  actions,  which may be  provided  by
management  are  also   forward-looking   statements  as  defined  by  the  Act.
Forward-looking  statements are based on current  expectations  and  projections
about future  events and are subject to risks,  uncertainties,  and  assumptions
about the  Company,  economic  and market  factors and the  industries  in which
Safelite does business,  among other things. These statements are not guaranties
of future  performance  and Safelite  has no specific  intention to update these
statements.

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. The 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
Safelite,   including  updating  software  and  hardware  and  potential  system
interruptions. This list should not be construed as exhaustive.


                                      -8-
<PAGE>



                                    PART II.

Item 6.       Exhibits and Reports on Form 8-K

               1.       Exhibits

                        Exhibit 27 -- Financial Data Schedule

               2.       Reports on Form 8-K

                        There were no  reports  on Form 8-K filed  during the
                        three months ended July 3, 1999.





                                      -9-
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