<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


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

          For the quarterly period ended MARCH 31, 1999

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

          For the transition period from ___________ to ____________



                        COMMISSION FILE NUMBER 1-132963


                             WESTOWER CORPORATION
               (Name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                             <C>                           <C>
        WASHINGTON                        1623                     91-1825860
(State or jurisdiction of       (Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization)  Classification Code Number)   Identification Number)

</TABLE>
                             WESTOWER CORPORATION
                              7001 NE 40th Avenue
                          Vancouver, Washington 98661
                                (360) 750-9355
  (Address and telephone number of principal executive offices and principal
                              place of business)

Check whether the issuer:

(1) filed all reports required to be filed by Section 13 or 15 (d) of the
     Exchange Act 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 /  /


                     APPLICABLE ONLY TO CORPORATE ISSUERS

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

                        8,529,514 AS OF  MAY  13, 1999

<PAGE>

                                     INDEX


PART I - FINANCIAL INFORMATION

     ITEM 1 - UNAUDITED CONDENSED CONSOLIDATED
     FINANCIAL STATMENTS
     Condensed Consolidated Balance Sheets
     at March 31, 1999 (unaudited) and September 30, 1998                    3

     Unaudited Condensed Consolidated Statements of Income
     for the three and six month periods ended March 31, 1999 and 1998       4

     Unaudited Condensed Consolidated Statement of  Stockholders' Equity
     for the six month periods ended March 31, 1999                          5

     Unaudited Condensed Consolidated Statements of Cash Flows
     for the six month periods ended March 31, 1999 and 1998                 6

     Notes to Unaudited Condensed Consolidated Financial Statements          7

     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
     OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                       12

     ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
       ABOUT MARKET RISK                                                    16

PART II - OTHER INFORMATION

     ITEM 1 - LEGAL PROCEEDINGS

     ITEM 2 - CHANGES IN SECURITIES

     ITEM 3 - DEFAULTS UPON SENIOR SECURITES

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

     ITEM 5 - OTHER INFORMATION

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     SIGNATURES

                                      -2-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   At March 31, 1999 and September 30, 1998

                                    ASSETS

<TABLE>
<CAPTION>

                                                                March 31,    September 30,
                                                                  1999           1998
                                                             -------------   -------------
<S>                                                          <C>             <C>
CURRENT ASSETS                                                 (unaudited)
 Cash and cash equivalents                                    $  9,246,000     $ 9,331,000
 Accounts receivable, net                                       16,711,000      13,289,000
 Costs and estimated earnings in excess of
   billings on uncompleted contracts                             4,263,000       5,078,000
 Inventory                                                       2,920,000       2,151,000
 Related party advances and receivables                          1,579,000         956,000
 Income tax receivable                                             220,000         220,000
 Other current assets                                            1,908,000       1,203,000
                                                             -------------   -------------
     Total current assets                                       36,847,000      32,228,000
PROPERTY AND EQUIPMENT, net                                     30,529,000       7,574,000
INTANGIBLE ASSETS, net                                          33,739,000      19,721,000
OTHER ASSETS                                                     5,547,000       2,771,000
                                                             -------------   -------------
TOTAL ASSETS                                                  $106,662,000     $62,294,000
                                                             =============   =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Trade accounts payable                                       $  4,909,000     $ 7,053,000
 Other current liabilities                                       1,366,000       2,810,000
 Billings in excess of costs and
  estimated
   earnings on uncompleted contracts                             1,112,000       1,435,000
 Income taxes payable                                            2,690,000       2,116,000
 Deferred income taxes                                             370,000         428,000
 Stockholder advances and notes payable to related parties         254,000         228,000
 Note payable                                                       68,000       1,089,000
 Current portion of long-term debt
   and capital lease obligations                                 1,630,000       2,419,000
                                                             -------------   -------------
     Total current liabilities                                  12,399,000      17,578,000
LONG-TERM DEBT AND CAPITAL LEASE
    OBLIGATIONS, excluding current portion                      46,437,000      14,991,000
DEFERRED INCOME TAXES                                            2,926,000       2,962,000
                                                             -------------   -------------
     Total liabilities                                          61,762,000      35,531,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
 Common stock ($.01 par value,
  25,000,000 and 10,000,000 shares
  authorized, 8,435,000 and 7,047,000
  shares issued and outstanding, at
  March 31, 1999 and September 30, 1998,
   respectively)                                                    84,000          70,000
 Additional paid-in-capital                                     39,488,000      22,610,000
 Accumulated other comprehensive income (loss)                    (482,000)       (581,000)
 Retained earnings                                               5,810,000       4,664,000
                                                             -------------   -------------
     Total stockholders' equity                                 44,900,000      26,763,000
                                                             -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $106,662,000     $62,294,000
                                                              ============   =============
</TABLE>

             See accompanying notes to these financial statements

                                      -3-



<PAGE>
                     WESTOWER CORPORATION AND SUBSIDIARIES
             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              Three and Six Months ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                      Three Months          Three Months        Six Months          Six Months
                                                         Ended                 Ended              Ended               Ended
                                                     March 31, 1999        March 31, 1998     March 31, 1999      March 31, 1998
                                                     --------------        --------------   ------------------   -----------------
<S>                                             <C>                       <C>               <C>                 <C>
CONTRACT AND OTHER
REVENUES EARNED                                   $      18,319,000          $ 11,401,000          $43,271,000         $23,358,000

COSTS OF REVENUES EARNED                                 12,586,000             8,294,000           30,730,000          17,050,000
 (exclusive of depreciation shown below)             --------------        --------------   ------------------   -----------------
 Gross profit                                             5,733,000             3,107,000           12,541,000           6,308,000

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                                   3,999,000             1,467,000            8,257,000           3,187,000

DEPRECIATION AND AMORTIZATION                               870,000               190,000            1,459,000             261,000

MERGER RELATED EXPENSES                                                                                 77,000
                                                     --------------        --------------   ------------------   -----------------

OPERATING INCOME                                            864,000             1,450,000            2,748,000           2,860,000

OTHER INCOME (EXPENSE)
 Other income (expense)                                     237,000               122,000              273,000             116,000
 Interest income                                             78,000                64,000              131,000             112,000
 Interest and financing expense                            (551,000)              (46,000)          (1,123,000)            (72,000)
                                                     --------------        --------------   ------------------   -----------------
   Total other income (expense)                            (236,000)              140,000             (719,000)            156,000
                                                     --------------        --------------   ------------------   -----------------

INCOME BEFORE PROVISION
FOR INCOME TAXES                                            628,000             1,590,000            2,029,000           3,016,000

PROVISION FOR INCOME TAXES                                  273,000               557,000              883,000           1,057,000
                                                     --------------        --------------   ------------------   -----------------

NET INCOME                                        $         355,000          $  1,033,000          $ 1,146,000         $ 1,959,000
                                                     ==============        ==============   ===================  =================

EARNINGS PER SHARE:

BASIC EARNINGS                                             $0.04                  $0.17                $0.14             $0.33
                                                           =====                  =====                =====             =====

DILUTED EARNINGS                                           $0.04                  $0.15                $0.13             $0.29
                                                           =====                  =====                =====             =====

</TABLE>

             See accompanying notes to these financial statements

                                      -4-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
      UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        Six Months ended March 31, 1999
<TABLE>
<CAPTION>
                                                                             Accumulated
                                 Common Stock       Additional               Other Com-        Com-
                              -------------------    Paid-in     Retained    prehensive     prehensive
                                Shares     Amount     Capital    Earnings    Income (loss)    Income      Total
                              ---------  --------  -----------  ----------  --------------  ----------  -----------
<S>                          <C>        <C>        <C>          <C>         <C>             <C>
BALANCE, September 30, 1998   7,047,000  $ 70,000  $22,610,000  $4,664,000  $     (581,000)             $26,763,000
Net income                                                       1,146,000                  $1,146,000
Foreign currency translation
 adjustment                                                                         99,000      99,000
                                                                                            ----------
   Total comprehensive income                                                               $1,245,000    1,245,000
                                                                                            ==========

Proceeds from warrants and
 options exercised, net         985,000    10,000    8,558,000                                            8,568,000
Stock issuances for
 business acquisitions          403,000     4,000    8,280,000                                            8,284,000
Stock compensation expense                              40,000                                               40,000
                              ---------  --------  -----------  ----------  --------------              -----------
BALANCE, March 31, 1999       8,435,000  $ 84,000  $39,488,000  $5,810,000  $     (482,000)             $44,900,000
                              =========  ========  ===========  ==========  =============               ===========
</TABLE>

             See accompanying notes to these financial statements

                                      -5-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTOF CASH FLOWS
                 For Six Months ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
                                                            1999             1998
                                                    ------------   --------------
<S>                                              <C>               <C>
CASH FROM OPERATING ACTIVITIES
 Net income                                       $    1,146,000     $  1,959,000
Adjustments to reconcile net income
 to net cash from operating activities
 Depreciation and amortization                         1,459,000          261,000
 Gain on sale of assets                                                  (125,000)
 Non-cash interest and financing expense                 239,000
 Earnings from equity investment                        (225,000)
 Stock compensation expense                               40,000           35,000
Changes in operating assets and
 liabilities, net of effect of acquisitions
 Accounts receivable                                     186,000          859,000
 Costs and estimated earnings in
  excess of billings
   on uncompleted contracts                              815,000         (962,000)
 Inventory and other current assets                   (1,316,000)        (460,000)
 Other assets                                                             335,000
 Trade accounts payable                               (2,818,000)        (348,000)
 Billings in excess of costs and
  estimated earnings
   on uncompleted contracts                             (323,000)         587,000
 Other current liabilities                            (1,782,000)         146,000
 Current  and deferred income taxes                      480,000        1,619,000
                                                    ------------   --------------
 Net cash flows (used in) provided
 by operating activities                              (2,099,000)       3,906,000
                                                    ------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Cash paid for acquisitions, net of cash acquired     (6,583,000)      (1,474,000)
 Increase in other assets                             (3,225,000)
 Purchases of property and equipment                 (22,658,000)      (1,192,000)
 Proceeds from sale of assets                                             302,000
                                                    ------------   --------------
 Net cash flows used in  investing activities        (32,466,000)      (2,364,000)
                                                    ------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from stock issuances, net                    7,574,000        7,493,000
 Proceeds from long-term debt                            807,000          837,000
 Repayments to related parties                        (1,980,000)      (1,101,000)
 Repayments from (advances to) related parties           526,000         (637,000)
 Borrowings (repayments) on line of credit, net       (1,871,000)        (404,000)
 Proceeds from credit facility                        31,500,000
 Distributions to stockholders of
   acquired subsidiaries prior to acquisition                          (2,738,000)
 Repayments of long-term debt                         (2,086,000)        (325,000)
                                                    ------------   --------------
 Net cash flow from financing activities              34,470,000        3,125,000
                                                    ------------   --------------
EFFECT OF EXCHANGE RATES                                  10,000           (6,000)
                                                    ------------   --------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS                                (85,000)       4,661,000
CASH AND CASH EQUIVALENTS,
 beginning of period                                   9,331,000        1,748,000
                                                    ------------   --------------
CASH AND CASH EQUIVALENTS,
 end of period                                      $  9,246,000     $  6,409,000
                                                    ============   ==============
</TABLE>
             See accompanying notes to these financial statements

                                      -6-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - BASIS OF PRESENTATION

Westower Corporation ( the "Company") designs, builds and maintains wireless
communications transmitting and receiving facilities for providers of wireless
communications services.  The Company also owns and leases communications
towers.  The Company operates throughout the U.S. and Canada.

The unaudited condensed consolidated financial statements and notes thereto at
March 31, 1999 and September 30, 1998 (audited), and for the three and six
months ended March 31, 1999 and 1998, reflect the October 28, 1997 merger with
Western Telecom Construction Ltd., an Alberta corporation, the May 29, 1998
merger with MJA Communications Corp., a Florida corporation, and the August 31,
1998 merger with Standby Services, Inc., a Texas corporation.  All companies
design, fabricate and construct wireless transmitting and receiving facilities
and shelters for communications providers.  The Company issued 835,000 shares of
its common stock for all the common shares of Western Telecom Construction Ltd.,
397,000 shares of its common stock for all of  the common shares of MJA
Communications Corp., and 544,000 shares of its common stock for all of the
common shares of Standby Services, Inc.  All of these mergers were accounted for
as or similar to a pooling-of-interests.

On October 27, 1998, the Company changed its fiscal year-end from February 28 to
September 30.  All prior information has been restated to conform with a
September 30 year end.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and in accordance with the instructions for Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and disclosures normally required by generally accepted accounting
principles for complete financial statements or those normally reflected in the
Company's Annual Report on Form 10-KSB.  The financial information included
herein reflects all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair presentation of
results for interim periods. Results of interim periods are not necessarily
indicative of the results to be expected for a full year.  These unaudited
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements for the seven-month Transition Period
ended September 30, 1998 and the notes thereto included in the Company's Form
10-KSB.

CONSOLIDATION -- The consolidated financial statements include the accounts of
the Company and its wholly owned domestic and Canadian subsidiaries.
Investments in subsidiaries in which the Company exercises significant influence
but which it does not control are accounted for using the equity method.
Investment in a 60% owned affiliated company is accounted for on the equity
method of accounting. The Company's equity earnings from this investment during
the three and six months ended March 31, 1999 were $189,000 and $225,000,
respectively, which has been included in other income.  All material
intercompany accounts and transactions have been eliminated in consolidation.

FOREIGN CURRENCY TRANSLATION -- All asset and liability accounts of Canadian
operations are translated into U.S. dollars at current exchange rates. Revenues
and expenses are translated using the average exchange rate during the period.
Foreign currency translation adjustments are reported as a component of
comprehensive income and stockholders' equity in the consolidated balance sheet.
Exchange gains and losses from foreign currency transactions are included in
income currently.

USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the unaudited condensed
consolidated financial statements.  Examples of estimates subject to possible
revision based upon the outcome of future events include costs and estimated
earnings on uncompleted contracts, depreciation of property and equipment,
accrued income tax liabilities, and purchase price allocations for acquisitions.
Actual results could differ from those estimates.

RECLASSIFICATION -- Certain prior year amounts have been reclassified to conform
to the current year presentation and did not impact previously reported
stockholders' equity or cash flow.

NOTE 2 - INVENTORY

Inventory is stated at the lower of cost and estimated net realizable value
using the first-in, first-out method.  Inventory consists of materials purchased
for future construction not associated with specific jobs.

                                      -7-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 -  PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                   March 31,    September 30,
                                                      1999           1998
                                                  ------------  --------------
Buildings                                         $ 1,806,000     $ 1,795,000
Vehicles                                            3,796,000       2,540,000
Equipment                                           2,361,000       1,580,000
Communications towers                              20,174,000       1,401,000
Furniture and fixtures                              1,668,000         943,000
Leasehold improvements                                150,000          81,000
Construction in progress                            1,616,000
                                                  -----------     -----------
                                                   31,571,000       8,340,000
Less accumulated depreciation and amortization     (2,358,000)     (1,562,000)
                                                  -----------     -----------
                                                   29,213,000       6,778,000
Land                                                1,316,000         796,000
                                                  -----------     -----------
                                                  $30,529,000     $ 7,574,000
                                                  ===========     ===========

In February 1999, the Company completed the acquisition of certain
communications towers under contract in December 1998, at an aggregate cost of
approximately $17 million.

NOTE  4 - ACQUISITIONS

During the six months ended March 31, 1999, the Company consummated the
following transactions which were accounted for under the purchase method of
accounting, and accordingly, the operating results of the acquired entities have
been included in the consolidated operating results since the date of
acquisition.

On October 30, 1998 the Company completed the acquisition of Teletronics
Management Services, Inc. ("Teletronics"). The acquisition was effected by
exchanging aproximately 188,000 shares of common stock valued at approximately
$3.8 million, based on the publicly traded price, $1.8 million in cash,
including distributions payable to former shareholders in the amount of
$800,000, and the assumption of certain liabilities, for all outstanding shares
of Teletronics. The acquisition was accounted for using the purchase method for
business combinations resulting in goodwill of approximately $5.0 million.

On November 10, 1998 the Company completed the acquisition of Summit
Communications, LLC ("Summit"), a Mississippi limited liability company which
engages in operations similar to those of the Company. The acquisition was
effected by exchanging approximately 200,000 shares of common stock valued at
approximately $4.1 million, based on the publicly traded price, $4.4 million in
cash, and the assumption of certain liabilities, for all membership interests in
Summit. The former members of Summit may also receive an additional 100,000
shares of common stock, based on certain performance criteria during the three
years following the date of acquisition. The acquisition was accounted for using
the purchase method for business combinations resulting in goodwill of
approximately $8.0 million.

On February 4, 1999 the Company completed the acquisition of Cypress Real Estate
Services, Inc. ("Cypress"), a Florida corporation.  The acquisition was effected
by exchanging approximately 15,000 shares of common stock valued at
approximately $424,000, based on the publicly traded price, for all outstanding
shares of Cypress.  The former shareholder of Cypress may also receive
additional shares of common stock, based on the number of towers, not to exceed
1,000 towers, acquired or constructed by the Company, subject to certain
limitations and restrictions.  The acquisition was accounted for using the
purchase method for business combinations with substantially all of the purchase
price allocated to goodwill.

On February 26, 1999 the Company completed the acquisition of Telecommunications
R. David ("R. David"), a Quebec, Canada company which engages in operations
similar to those of the Company.  The acquisition was effected by exchanging
approximately $330,000 in cash, and the assumption of certain liabilities, for
all outstanding shares of R. David.  The acquisition was accounted for using the
purchase method for business combinations resulting in goodwill of approximately
$350,000.

                                      -8-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following is a summary of all consideration exchanged for acquisitions that
were accounted for as purchases:

                                   Six Months
                                     Ended
                                   March 31,
                                     1999
                                  -----------
Shares issued                         403,000
Value of shares                   $ 8,284,000
Cash                                6,583,000
                                  -----------
 Total purchase price             $14,867,000
                                  ===========

The assets and liabilities of the acquired entities were recorded at their
estimated fair market values at the dates of acquisition. The initial
allocations of fair market values are preliminary and are subject to adjustments
during the first year following the acquisition. The initial allocations were as
follows:
                                                             March 31,
                                                               1999
                                                          -----------
Non-compete agreements                                    $   136,000
Tangible assets                                             5,084,000
Goodwill                                                   13,825,000
Liabilities assumed and deferred tax liabilities           (4,178,000)
                                                          -----------
 Total purchase price                                     $14,867,000
                                                          ===========

Included in the operating results for the three and six months ended March 31,
1999 are revenues of $4,384,000 and $9,279,000, respectively, and operating
income of $426,000 and $1,360,000, respectively, from the dates of acquisition.
Goodwill is generally amortized over a 20 year period.

NOTE 5 - INTANGIBLE ASSETS
Intangible assets consist of the following:
                                                March 31,    September 30,
                                                      1999            1998
                                               -----------     -----------
Goodwill                                       $27,864,000     $14,039,000
Communications tower purchase contract           6,381,000       5,661,000
Non-compete agreements                             355,000         219,000
                                               -----------     -----------
                                                34,600,000      19,919,000
Less accumulated amortization                     (861,000)       (198,000)
                                               -----------     -----------
                                               $33,739,000     $19,721,000
                                               ===========     ===========

During May 1999, the company completed the acquisition of certain wireless
communications towers under contract at an aggregate cost of $9.2 million, which
is in addition to the amount ascribed in the contract above.

NOTE 6 - OTHER ASSETS

Other assets consist of the following:

                                          March 31,   September 30,
                                                1999           1998
                                          ----------  -------------
Deposits on tower purchase contracts      $  781,000     $        -
Equity investment in joint venture         1,210,000        217,000
Deposit on business purchase                 662,000              -
Other noncurrent assets, net               2,894,000      2,554,000
                                          ----------  -------------
                                          $5,547,000     $2,771,000
                                          ----------  -------------


                                      -9-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


During the six months ended March 31, 1999, the Company paid $781,000 as a
deposit to acquire additional towers.  Equity investment in joint venture
represents the Company's cash investment and the Company's equity earnings from
this investment.  Deposits on business purchases represent deposits on purchases
of businesses that the Company is currently negotiating.  There can be no
assurance that the Company will be successful in completing these negotiations,
in which case the deposits are refundable.

NOTE 7 - LONG -TERM DEBT

During the six months ended March 31, 1999, the Company  borrowed an aggregate
$31.5 million under its credit facility with Bank Boston N.A.  As of March 31,
1999, the effective interest rate on borrowings under the facility was
approximately 7.5%.



NOTE 8 - COMMON STOCK

On October 15, 1997, the Company issued 1,200,000 shares of common stock and
1,380,000 warrants to purchase common stock in a public offering. The Company
received proceeds, net of costs, of $7,493,000 from its public offering. During
the six months ended March 31, 1999, the Company received net proceeds of
$7,291,000 on the exercise of 819,000 warrants, at $9.00 per share of common
stock. In addition to the warrants noted above, during the six months ended
March 31, 1999, the Company's underwriters exercised warrants, issued in
connection with the Company's initial public offering, resulting in the Company
receiving $996,000 on the exercise of warrants to purchase 111,000 shares of
common stock at $9 per share. At March 31, 1999, the Company has a receivable
from the underwriters of $996,000 included in related party advances and
receivables for which the Company received cash proceeds in April and May 1999.
At March 31, 1999, there were unexercised warrants to purchase approximately
130,000 shares of common stock held by underwriters.

NOTE 9 - EARNINGS PER SHARE

The numerators and denominators of basic and fully diluted earnings per share
are as follows:

<TABLE>
<CAPTION>

                                            Three Months  Three Months  Six Months  Six Months
                                               Ended         Ended        Ended       Ended
                                             March 31,     March 31,    March 31,   March 31,
                                                1999          1998         1999        1998
                                            ------------  ------------  ----------  ----------
<S>                                         <C>           <C>           <C>         <C>
Numerator - Net income as reported            $  355,000    $1,033,000  $1,146,000  $1,959,000
                                              ==========    ==========  ==========  ==========
Denominator - Weighted average number of
 shares outstanding:
   Basic weighted average
     number of shares                          8,343,000     6,110,000   8,088,000   5,980,000
   Effect of dilutive stock
     options and warrants                        491,000       958,000     599,000     873,000
                                              ----------    ----------  ----------  ----------
     Diluted weighted average
       number of shares                        8,834,000     7,068,000   8,687,000   6,853,000
                                              ==========    ==========  ==========  ==========
</TABLE>

For the three and six months ended March 31, 1999 and 1998, shares associated
with convertible debt were excluded from the computation of diluted earnings per
share because inclusion would have had an anti-dilutive effect on earnings per
share.  All other potential common shares have been included in the diluted
earnings per share calculation.  All potential common shares were included in
the calculation of diluted earnings per share for the three and six months ended
March 31, 1998.

                                      -10-
<PAGE>

                     WESTOWER CORPORATION AND SUBSIDIARIES
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SEGMENT INFORMATION

The Company's operations are comprised of a number of communication tower
construction entities that were recently acquired. While management assesses the
operating results of each of these entities separately, as these entities and
its existing operations exhibit similar financial performance and have similar
economic characteristics, they have been aggregated as one segment.


The following table summarizes contract and other revenues and long-lived assets
related to the respective countries in which the Company operates.

<TABLE>
<CAPTION>
                                                     As at and for the Six Months Ended March 31, 1999
                                                     -------------------------------------------------
                                                          Total        United States        Canada
                                                     ---------------  ----------------  --------------
<S>                                                  <C>              <C>               <C>
Contract and Other Revenues                              $43,271,000       $32,823,000     $10,448,000
Long-lived Assets                                        $30,529,000       $24,485,000     $ 6,044,000



                                                      As at and for the Six Months Ended March 31, 1998
                                                     ---------------------------------------------------
                                                          Total        United States        Canada
                                                     ---------------  ----------------  --------------
Contract and Other Revenues                              $23,358,000       $12,495,000     $10,863,000
Long-lived Assets                                        $ 4,366,000       $ 1,235,000     $ 3,131,000
</TABLE>
Long-lived assets are comprised of property and equipment and excludes
intangible assets.



NOTE 11 - MERGER OF THE COMPANY

On May 15, 1999, the Company entered into a definitive agreement with
Spectrasite Holdings, Inc. (Spectrasite), under which Westower will merge with a
subsidiary of Spectrasite. Under the terms of the agreement, Westower
shareholders will receive 1.81 shares of Spectrasite common stock for each
Westower share, and Westower will become a wholly-owned subsidiary of
SpectraSite. The merger is subject to the approval of Westower's shareholders
and the appropriate regulatory agencies as well as other customary closing
conditions. There can be no assurance that the merger will be consummated.

                                      -11-
<PAGE>

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


FORWARD-LOOKING STATEMENTS

Statements contained herein that are not historical facts are forward-looking
statements ("forward-looking statements") within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe
harbors created by those sections.  Such forward-looking statements are
necessarily estimates reflecting the best judgment of the Company's management
based upon current information and involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.  Such risks, uncertainties and other factors
include, but are not limited to, those set forth in the Company's Annual Report
on Form 10-KSB for the transition period ended September 30, 1998 and appearing
from time to time in filings made by the Company with the Securities and
Exchange Commission.  These risks, uncertainties and other factors should not be
construed as exhaustive and the Company does not undertake, and specifically
disclaims any obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of such
statements.

GENERAL AND COMPANY STRATEGY

Historically, Westower Corporation and its subsidiaries (the "Company")
principally has been engaged in building towers for wireless carriers, who have
traditionally owned and operated their own transmission tower assets.  While the
Company continues to provide infrastructure building and implementation services
to wireless carriers, the Company's focus has been directed increasingly toward
developing sources of recurring revenues, specifically building towers for its
own account (build-to-suit), acquiring towers from carriers and other owners,
maximizing revenues from existing towers, and entering into long-term
maintenance contracts with other tower owners.  The Company's focus on sources
of recurring revenues is intended, in part, to capitalize on recent trends by
several carriers who have begun to evaluate opportunities to outsource the
ownership and operation of their wireless infrastructure either by selling their
existing tower sites to independent third party tower owners and operators, who
would then lease tower space back to the carriers, and/or entering into build-
to-suit arrangements, whereby an independent third party builds, owns and leases
towers to the  wireless carriers, often with multiple tenants on any given
tower.  The Company believes that its historical competency of tower design and
construction makes the Company one of the leading candidates for carrier
outsourcing.

The Company believes owning towers and leasing tower space to wireless carriers
and other users will provide more stable long-term recurring revenues. In
addition to the Company's plan to pursue opportunities to acquire existing sites
and towers from carriers seeking to outsource their wireless infrastructure, the
Company believes that, at the present time, utilizing its infrastructure
building and implementation resources to construct towers for its own account is
a more cost-effective method of expanding its portfolio of owned towers. In the
first fiscal quarter of the fiscal year ending September 30, 1999, the Company
began focusing on opportunities to provide sources of recurring revenues. The
Company's build-to-suit program offers a turnkey solution to wireless carriers
and is designed to reduce carriers' capital expenditures and overhead associated
with the traditional methods of acquiring and owning their wireless networks. As
of May 13, 1999, 300 towers were under non-binding written or oral commitments
from four wireless carriers or network developers. In addition to the towers
subject to build-to-suit commitments, as of May 13, 1999, the Company owned or
had contracts to acquire 197 towers. There can be no assurance that the
build-to-suit commitments will result in the construction of towers, that the
Company will successfully enter into additional significant build-to-suit
agreements with any wireless carrier or group of carriers, that it will be able
to reach definitive agreements with the owners of towers not currently under
written contract
                                      -12-
<PAGE>

or develop the towers in a cost-effective manner. As the Company increasingly
focuses its resources on tower ownership, revenues from third parties generated
by its infrastructure building and implementation services operations are likely
to decline. Management believes that the decline in revenues from its
infrastructure building and implementation services operations will be offset
over time by the recurring revenue stream expected from tower ownership,
revenues from future tower acquisitions by the Company, revenues from towers the
Company is currently developing and building for its own account and revenues
from the towers the Company will develop and build for its own account in the
future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO MARCH 31, 1998

The Company's revenues for the three-month period ended March 31, 1999 increased
approximately 61% to $18,319,000 from $11,401,000 for the same three-month
period in the prior year. The increase in revenues was primarily due to an
increased rollout of wireless infrastructure building and implementation
activities during the 1999 period and the results from business acquisitions
completed after March 31, 1998, accounted for as purchases.

Gross profit, excluding depreciation, for the three-month period ended March 31,
1999 increased approximately 85% to $5,733,000 from $3,107,000 for the same
three-month period in the prior year.   Gross profit as a percentage of revenue
increased to 31.3% for the first three months ended March 31, 1999 from 27.3%
for the same three months of fiscal 1998.  The increase in the gross profit
percentage is attributable to an increase in the labor content of revenues.  The
increase in gross profit is primarily due to the increase in revenues coupled
with an improved margin.

Selling, general and administrative expenses for the three-month period ended
March 31, 1999 increased approximately 173% to $3,999,000 from $1,467,000 for
the same three-month period in the prior year.  As a percentage of revenues,
selling general and administrative expenses increased to 21.8% in the three
months of ended  March 31, 1999 compared to 12.9% in the same three months of
fiscal 1998.  The increase in selling, general and administrative expenses is
attributable to the increase in revenues that required additional management and
administrative resources and an increase in staffing of the Company for the
build-to-suit and tower leasing programs, both of which did not exist in the
comparable period in the prior year.

Interest and financing expenses for the three-month period ended March 31, 1999
increased approximately 1098% to $551,000 from $46,000 for the same three-month
period in the prior year.  The increase is due to borrowings made, the proceeds
of which have been used to acquire companies and towers (See " Liquidity and
Capital Resources").

Income taxes for the three-month period ended March 31, 1999 decreased
approximately 51% to $273,000 from $557,000 for the same three-month period in
the prior year.  The Company's effective tax rate for the second quarter of
fiscal 1999 was approximately 43% compared to 35% in the same quarter of fiscal
1998.  The increase in the effective tax rate is primarily the result of non-
deductible amortization expense of goodwill recognized in business combinations
accounted for as purchases.

SIX MONTHS ENDED MARCH 31, 1999 COMPARED TO MARCH 31, 1998

The Company's revenues for the six-month period ended March 31, 1999 increased
approximately 85% to $43,271,000 from $23,358,000 for the same six-month period
in the previous year. The increase in revenues was primarily due to an increased
rollout of wireless infrastructure building and implementation
                                      -13-
<PAGE>

activities during the 1999 period and the results of business acquisitions
completed after March 31, 1998 and accounted for as purchases.

Gross profit, excluding depreciation, for the six-month period ended March 31,
1999 increased approximately 99% to $12,541,000 from $6,308,000 for the same
six-month period in the prior year.  Gross profit as a percentage of revenue
increased to 29.0% for the first six months of the fiscal 1999 from 27.0% for
the same six months of fiscal 1998.  The increase in the gross profit percentage
is attributable to an increase in the labor content of revenues.  The increase
in gross profit is primarily due to the increase in revenues coupled with
improved margins.

Selling general and administrative expenses for the six-month period ended March
31, 1999 increased approximately 159% to $8,257,000 from $3,187,000 for the same
six-month period in the prior year.  As a percentage of revenues, selling
general and administrative expenses increased to 19.1% in the first six months
of fiscal 1999 compared to 13.6% in the same three months of fiscal 1999.  The
increase in selling general and administrative expenses is attributable to the
increase in revenues that required additional management and administrative
resources and an increase in staffing of the Company for the build-to-suit and
tower leasing programs, both of which did not exist in the comparable period in
the prior year


Interest and financing expenses for the six-month period ended March 31, 1999
increased approximately 1460% to $1,123,000 from $72,000 for the same six-month
period in the prior year.  The increase is due to borrowings made, the proceeds
of which have been used to acquire companies and towers (See "Liquidity and
Capital Resources").

Income taxes for the six-month period ended March 31, 1999 decreased
approximately 16% to $883,000 from $1,057,000 for the same six-month period in
the prior year.  The Company's effective tax rate for the first six months of
fiscal 1999 was approximately 43% compared to 35% in the same quarter of fiscal
1998.  The increase is primarily the result of non-deductible amortization
expense of goodwill recognized in business combinations accounted for as
purchases.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1999, the Company had cash of $9,246,000 a decrease from September
30, 1998, of $85,000.  Working capital was $24,448,000.

The Company used $2,099,000 of cash in its operations during the six months
ended March 31, 1999.  Net income plus non-cash operating expenses were
$2,659,000 and $4,758,000 is reflected in the changes in operating assets and
liabilities.  During the six months ended March 31, 1999, the Company used cash
of $6,583,000, net of acquired cash, to acquire businesses, and $22,658,000 to
purchase property and equipment, principally communications towers.

In October 1997, the Company sold 1,200,000 Units in its initial public offering
of securities and received net proceeds of approximately $7,493,000.  Each unit
consisted of one share of common stock and one warrant to purchase a share of
common stock for $9.00.  During the seven month transition period ended
September 30, 1998, 559,000 warrants were exercised resulting in net proceeds of
$4,788,000.  During the six months ended March 31, 1999, nearly all of the
remaining warrants were exercised resulting in net proceeds of $7,291,000.

In May 1998, the Company issued $15,000,000 principal amount of 7% subordinated
convertible notes ("Subordinated Debt").  Net proceeds were $14,850,000.  The
notes are convertible into 599,000 shares of common stock at $25.03 per share
until April 30, 2007.  In connection with the Subordinated Debt, the Company
granted warrants to purchase 40,000 shares of common stock at $23 per share
until April 30, 2007.  The Company has used the proceeds to purchase and build
communications towers for lease to others, and to acquire other enterprises.

On June 9, 1998, the Company signed a credit agreement with BankBoston, N.A.
whereby BankBoston, N.A. committed to providing $75,000,000 principal amount of
senior secured revolving credit (the "Credit Facility").

                                      -14-
<PAGE>

 The Credit Facility allows the Company to purchase or construct communications
towers for use by third parties and acquire businesses. The Company's ability to
utilize the Credit Facility is determined by, among other criteria, its cash
flows generated from operations and from tower leasing. During the six months
ended March 31, 1999, the Company borrowed $31.5 million under the Credit
Facility. At March 31, 1999 the Company has $34.5 million available under the
Credit Facility, subject to projected cash flow to be derived from potential
transactions.

On October 30, 1998, the Company completed the acquisition of Teletronics
Management Services, Inc. ("Teletronics").  The acquisition was effected by
exchanging approximately 188,000 shares of common stock valued at approximately
$3.8 million, based upon the publicly traded price, $1.8 million in cash,
including  $800,000 in distributions payable to former shareholders, and the
assumption of certain liabilities,  for all outstanding shares of Teletronics.
The acquisition was accounted for using the purchase method for business
combinations, resulting in goodwill of approximately $5.0 million.

On October 22, 1998, the Company exercised its right to acquire certain
communications towers for $9.2 million, subject to regulatory approval.  During
the six months ended March 31, 1999, the Company paid $736,000 towards the
purchase price.  The Company received approval and consummated the transaction
in May 1999.

On November 10, 1998 the Company completed the acquisition of Summit
Communications, LLC ("Summit"), a Mississippi limited liability company which
engages in operations similar to those of the Company.  The merger was effected
by exchanging 200,000 shares of common stock valued at approximately $4.1
million, based on the publicly traded price, $4.4 million in cash, and the
assumption of certain liabilities, for all membership interest in Summit.  The
former members of Summit may also receive an additional 100,000 shares of common
stock, based on certain performance criteria during the three years following
the date of acquisition.  The acquisition was accounted for using the purchase
method for business combinations, resulting in goodwill of approximately $8.0
million.

In December 1998, the Company paid $16.5 million as a deposit to acquire certain
communications towers.   Closing was subject to regulatory approval.  In
February 1999, approval was received and the Company completed the transaction
at an aggregate cost of approximately $17 million.

On February 4, 1999 the Company completed the acquisition of Cypress Real Estate
Services, Inc. ("Cypress"), a Florida corporation.  The acquisition was effected
by exchanging approximately 15,000 shares of common stock valued at
approximately $424,000, based upon the publicly traded price, for all
outstanding shares of Cypress.  The former shareholder of Cypress may also
receive additional shares of common stock, based on the number of towers, not to
exceed 1,000 towers, acquired or constructed by the Company, subject to certain
limitations and restrictions.  The acquisition was accounted for using the
purchase method  for business combinations with substantially all of the
purchase price allocated to goodwill.

On February 26, 1999 the Company completed the acquisition of Telecommunications
R. David ("R. David"), a Quebec, Canada company which engages in operations
similar to those of the Company.  The acquisition was effected by exchanging
approximately $330,000 in cash, and the assumption of certain liabilities, for
all outstanding shares of R. David.  The acquisition was accounted for using the
purchase method for business combinations resulting in goodwill of approximately
$350,000.

The Company's future cash requirements for fiscal 1999 and beyond will depend
primarily upon the level of wireless infrastructure building and implementation
undertaken by the Company, the level of working capital needed to generate the
revenues associated with such business plan, and acquisition opportunities.  The
Company believes that revenues from operations and amounts available under the
Credit Facility noted will be adequate to satisfy its working capital
requirements at least through September 1999.

To date, the Company has derived substantially all of its revenues from sales in
the United States and Canada, and inflation has not had a significant effect on
the Company's business.  The Company does not currently expect inflation to
adversely affect it in the future unless inflation increases significantly in
the United States or Canada.  To date, the Company's activities in Brazil have
been denominated in Canadian currency.

                                      -15-
<PAGE>

On May 17, 1999, the Company entered into a definitive agreement with
Spectrasite Holdings, Inc. (Spectrasite), under which Westower will merge with a
subsidiary of Spectrasite. Under the terms of the agreement, Westower
shareholders will receive 1.81 shares of Spectrasite common stock for each
Westower share, and Westower will become a wholly-owned subsidiary of
Spectrasite. The merger is subject to the approval of Westower's shareholders
and the appropriate regulatory agencies as well as other customary closing
conditions. There can be no assurance that the merger will be consummated.

The Company is currently in negotiations with certain tower construction
companies concerning acquisition by Westower.  The Company is also in
negotiation with certain third parties concerning the acquisition of wireless
communication towers, and with a financial institution to arrange financing for
the wireless communication tower purchases, should the negotiations conclude
successfully.  None of the negotiations are finalized and there is no assurance
that the Company will be successful in concluding these negotiations or if the
Company is successful, that the acquisitions will not be dilutive to existing
shareholders.

YEAR 2000 COMPLIANCE

The Company is aware of the issues associated with the Year 2000 as it relates
to information systems.  In September 1998, independent consultants completed a
review of the Company's software and hardware.  Pursuant to recommendations made
by the consultants, the Company replaced a few personal computers.  The
Company's total expenditure to date for the Year 2000 compliance is less that
$50,000.  The Year 2000 is not expected to have a material impact on the
Company's current information systems because its current software is either
already Year 2000 compliant or required changes are not expected to be
significant.  The Company has not conducted a survey of its customers or vendors
to ascertain their Year 2000 readiness.  Based on the nature of the Company's
business, and the existence of alternate vendors, however, the Company
anticipates that it is not likely to experience material business interruption
due to the potential adverse impact of the Year 2000 on its vendors.  As a
result, the Company does not anticipate that incremental expenditures to address
Year 2000 compliance will be material to the Company's liquidity, financial
position or results of operations.

ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities".  Among other
provision, SFAS No. 133 requires that entities recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value.  Gains and losses resulting from changes in the
fair values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting.  SFAS No. 133
becomes effective for the Company beginning October 1, 1999.  Management has not
yet evaluated the effects that the adoption of SFAS No. 133 will have on its
reported financial position or results of operations.


       ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our risk exposure from the period
reported in our Form 10-KSB for the Transition Period ended September 30, 1998.

                                      -16-
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings.

                  The Company's subsidiary CNG Communications, Inc. ("CNG") is a
            defendant in an action entitled Commercial Labor Management, Inc.,
            Mark J. Richardson and Edward Torres v. CNG Communications, Inc. and
            Paul Bishop, No. 99-3192, United States District Court for the
            Central District of California. The Company acquired CNG in
            September 1998. Plaintiffs allege that they had a pre-existing
            agreement to acquire CNG that was breached when the Company acquired
            CNG by merger. The Plaintiffs are seeking the recovery of damages in
            an unspecified amount. CNG is contesting the matter vigorously and
            believes that the allegations are without merit.

ITEM 2.     Changes in Securities and Use of Proceeds.

            During the three months ended March 31, 1999, the Company issued
            15,151 shares of common stock as consideration for all of the issued
            and outstanding shares of common stock of Cypress Real Estate
            Services, Inc., a Florida corporation. In respect of this issuance,
            the Company relied on the exemption from registration provided in
            Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3.     Defaults Upon Senior Securities.

            None

ITEM 4.     Submission of Matters to a Vote of Security Holders.

            On March 10, 1999, the Company conducted its Annual Meeting of
            Shareholders pursuant to due notice. A quorum being present, either
            in person or by proxy, the shareholders voted on the following
            matters:

            1.    To elect ten directors to serve until the next Annual Meeting
                  of Shareholders and until their successors have been duly
                  elected and qualified;

            2.    To consider a proposal to amend the Articles of Incorporation,
                  increasing the number of shares of common stock that the
                  Company is authorized to issue from 10,000,000 shares to
                  25,000,000 shares;
<PAGE>

            3.    To consider a proposal to adopt the Company's 1998 Stock
                  Incentive Compensation Plan; and

            4.    To consider a proposal to ratify the appointment of
                  PricewaterhouseCoopers LLP as the Company's independent
                  accountants for the fiscal year ending September 30, 1999.

            No other matters were voted upon. The votes cast are set forth
            below.

            1.    The following individuals were elected to the Company's Board
                  of Directors:

                  Michael J. Anderson, Seth A. Buechley, Ronald P. Erickson,
                  Donald A. Harris, S. Roy Jeffrey, Peter Lucas,
                  Calvin J. Payne, Robert A. Shuey, III, Leonard M. Tannenbaum,
                  and Bruce E. Toll.

            2.    Approval of the amendment to the Articles of Incorporation.

                        For         Against           Abstain
                        ---         -------           -------

                     6,751,710        69,705               425

            3. Adoption of the 1998 Stock Incentive Compensation Plan:

                        For         Against           Abstain
                        ---         -------           -------

                     4,872,842        62,935               595

            4. Ratification of PricewaterhouseCoopers as independent
               accountants:

                        For          Against           Abstain
                        ---          -------           -------

                     6,817,815         2,700             1,325

ITEM 5.  Other Information.

         None.
<PAGE>

ITEM 6.     Exhibits and Reports on Form 8-K.

      (a)   Exhibits.

            Number      Description
            ------      -----------

            3.1         Amended and Restated Articles of Incorporation.

            10.1        Amendment No. 1, dated August 21, 1998, to Credit
                        Agreement, dated June  9, 1998, with BankBoston N.A.
                        and BankBoston Securities Inc.

            10.2        Amendment No. 2, dated December 17, 1998, to Credit
                        Agreement, dated June 9, 1998, with BankBoston N.A. and
                        BankBoston Securities Inc.

            10.3        Amendment No. 3, dated March 18, 1999, to Credit
                        Agreement, dated June 9, 1998, with BankBoston N.A. and
                        BankBoston Securities Inc.

            27          Financial Data Schedule.

      (b) Reports on Form 8-K.

            1.    Form 8-K/A (Amendment No. 1), dated January 25, 1999, relating
                  to Item 7 (Financial Statements, Pro Forma Financial
                  Information and Exhibits) containing audited financial
                  statements of Summit Communications, LLC and pro forma
                  financial information.

            2.    Form 8-K, dated March 8, 1999, relating to Item 2 (Acquisition
                  or Disposition of Assets) relating to the acquisition of
                  certain telecommunications towers from five affiliates of Koch
                  Industries, Inc.
<PAGE>

                                  SIGNATURES

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

Date:   May 24, 1999                           By: /s/ Peter Lucas
                                                   ---------------------
                                               Peter Lucas
                                               Chief Financial Officer