UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                   FORM 10 - Q

(MARK ONE)
   X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
                                       OR

____           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE TRANSITION PERIOD FROM ________ TO ________

                        COMMISSION FILE NUMBER 001-13539
                              ---------------------

                                AMF BOWLING, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                             13-3873268
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                 8100 AMF DRIVE
                            RICHMOND, VIRGINIA 23111
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
                              --------------------
                                 (804) 730-4000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                              --------------------

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


At April 29, 1999,  59,597,550 shares of common stock, par value of $.01, of the
Registrant were outstanding.



<PAGE>



                                     PART I
ITEM 1. FINANCIAL STATEMENTS

                       AMF BOWLING, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, except share data)


<TABLE>
<CAPTION>

                                                                    March 31,      December 31,
                                                                       1999           1998
                                                                    ---------      -----------
                                                                            (unaudited)
<S>                                                                 <C>            <C>
Assets
------
Current assets:
 Cash and cash equivalents                                            $ 56,784        $ 33,002
 Accounts and notes receivable, net of allowance for
  doubtful accounts of $7,328 and $6,492, respectively                  86,422          82,435
 Inventories                                                            66,279          64,735
 Deferred taxes and other                                               29,648          23,960
                                                                      --------        --------
  Total current assets                                                 239,133         204,132
Property and equipment, net                                            854,124         873,985
Other assets                                                           109,754         111,677
Goodwill, net                                                          767,419         772,744
Investments in and advances to joint ventures                           12,073          17,436
                                                                      --------        --------
 Total assets                                                      $ 1,982,503     $ 1,979,974
                                                                      ========        ========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
 Accounts payable                                                     $ 29,842        $ 33,912
 Accrued expenses                                                       67,483          61,809
 Income taxes payable                                                    7,036           5,389
 Current portion of long-tem debt                                       34,250          32,375
                                                                      --------        --------
  Total current liabilities                                            138,611         133,485
Long-term debt, less current portion                                 1,330,181       1,311,589
Other long-term liabilities                                              3,872           5,265
                                                                      --------        --------
 Total liabilities                                                   1,472,664       1,450,339
                                                                      --------        --------
Commitments and contingencies
Stockholders' equity:
 Common stock (par value $.01, 200,000,000 shares authorized,
  59,597,550 and 59,747,550 shares issued and outstanding at
  March 31, 1999 and December 31, 1998, respectively)                      596             597
 Paid-in capital                                                       749,126         749,305
 Retained deficit                                                     (219,641)       (200,942)
 Foreign currency translation adjustment                               (20,242)        (19,325)
                                                                      --------        --------
 Total stockholders' equity                                            509,839         529,635
                                                                      --------        --------
 Total liabilities and stockholders' equity                        $ 1,982,503     $ 1,979,974
                                                                      =========       ========
</TABLE>







The accompanying notes are an integral part of these condensed consolidated
balance sheets.


<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                         Three Months
                                                                        Ended March 31,
                                                                     -------------------
                                                                     1999           1998
                                                                     ----           ----
<S>                                                             <C>           <C>
 Operating revenue                                               $ 202,567      $ 187,284
                                                                  --------       --------
 Operating expenses:
   Cost of goods sold                                               39,582         38,857
   Bowling center operating expenses                                93,221         78,471
   Selling, general, and administrative expenses                    14,753         16,901
   Depreciation and amortization                                    33,366         26,790
                                                                  --------       --------
    Total operating expenses                                       180,922        161,019
                                                                  --------       --------
    Operating income                                                21,645         26,265
                                                                  --------       --------
 Nonoperating expenses (income):
   Interest expense                                                 30,973         25,974
   Other expenses, net                                               2,974            573
   Interest income                                                    (695)          (533)
                                                                  --------       --------
    Total nonoperating expenses                                     33,252         26,014
                                                                  --------       --------
    Income (loss) before income taxes                              (11,607)           251
    Provision for income taxes                                       1,569            530
                                                                  --------       --------
    Net loss before equity in loss of joint ventures               (13,176)          (279)
    Equity in loss of joint ventures                                (5,523)          (352)
                                                                  --------       --------
    Net loss                                                     $ (18,699)      $   (631)
                                                                  ========       ========
   Net loss per share - basic and diluted                        $   (0.31)      $  (0.01)
                                                                  ========       ========
   Weighted average shares outstanding                              59,603         59,661
                                                                  ========       ========
  
</TABLE>


The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.


<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               Three Months
                                                                              Ended March 31,
                                                                             -----------------
                                                                             1999         1998
                                                                             ----         ----
<S>                                                                       <C>           <C>
Cash flows from operating activities:
   Net loss                                                                 $ (18,699)      $ (631)
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
     Depreciation and amortization                                             33,366       26,790
     Equity in loss of joint ventures                                           5,523          352
     Amortization of bond discount                                             11,436        5,667
     Loss on the sale of property and equipment, net                              509          269
     Changes in assets and liabilities:
      Accounts and notes receivable, net                                       (6,132)       7,287
      Inventories                                                              (2,507)     (10,077)
      Other assets                                                             (5,411)      (2,047)
      Accounts payable and accrued expenses                                     3,088      (15,802)
      Income taxes payable                                                        641         (673)
      Other long-term liabilities                                                (933)         (40)
                                                                             --------     --------
     Net cash provided by operating activities                                 20,881       11,095
                                                                             --------     --------
Cash flows from investing activities:
   Acquisitions of operating units, net of cash acquired                       (1,208)     (65,615)
   Investments in and advances to joint ventures                                 (160)      (4,565)
   Purchases of property and equipment                                         (4,669)     (11,641)
   Proceeds from the sale of property and equipment                               114          104
                                                                             --------     --------
     Net cash used in investing activities                                     (5,923)     (81,717)
                                                                             --------     --------
Cash flows from financing activities:
   Proceeds from long-term debt, net of deferred financing costs               20,000       72,000
   Payments on long-term debt                                                 (10,969)      (9,093)
   Net proceeds from issuance of shares                                             -        1,381
   Purchase of shares                                                            (180)           -
   Noncompete obligations                                                        (180)        (258)
                                                                             --------     --------
     Net cash provided by financing activities                                  8,671       64,030
                                                                             --------     --------
     Effect of exchange rates on cash                                             153          395
                                                                             --------     --------
     Net increase (decrease) in cash                                           23,782       (6,197)
     Cash and cash equivalents at beginning of period                          33,002       35,790
                                                                             --------     --------
     Cash and cash equivalents at end of period                              $ 56,784     $ 29,593
                                                                             ========     ========
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.


<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION

    The  accompanying  unaudited  condensed  consolidated  financial  statements
reflect all adjustments  (consisting of normal recurring accruals) which are, in
the opinion of management,  necessary for a fair  presentation of the results of
operations for the interim periods. The interim financial  information and notes
thereto should be read in conjunction  with the December 31, 1998, 1997 and 1996
audited consolidated  financial statements of AMF Bowling,  Inc. ("AMF Bowling")
and its subsidiaries  (collectively,  the "Company")  presented in AMF Bowling's
Form 10-K Annual  Report for the fiscal year ended  December 31, 1998 filed with
the U.S. Securities and Exchange  Commission.  The results of operations for the
three months ended March 31, 1999 are not  necessarily  indicative of results to
be expected for the entire year.

    The  Company  is  principally  engaged  in two  business  segments:  (i) the
ownership  and  operation of bowling  centers,  consisting  of 422 U.S.  bowling
centers and 123  international  bowling centers ("Bowling  Centers"),  including
fifteen joint venture centers described in "Note 8.  Acquisitions",  as of March
31,  1999,  and  (ii) the  manufacture  and sale of  bowling  equipment  such as
automatic  pinspotters,  automatic scoring equipment,  bowling pins, lanes, ball
returns,  certain spare parts, and the resale of allied products such as bowling
balls,  bags,  shoes,  and certain other spare parts ("Bowling  Products").  The
principal  markets for bowling  equipment  are U.S.  and  international  bowling
center  operators.  The Company was acquired in 1996 by an investor group led by
an affiliate of Goldman, Sachs & Co. (the "Acquisition").

    AMF Bowling Worldwide,  Inc. ("Bowling Worldwide") is a wholly owned, direct
subsidiary of AMF Group Holdings Inc. ("AMF Group Holdings"). AMF Group Holdings
is a wholly owned, direct subsidiary of AMF Bowling.  AMF Group Holdings and AMF
Bowling are holding  companies only. The principal  assets in each are comprised
of investments in subsidiaries.

    As of March 31,  1999,  the Company  has  acquired  263 bowling  centers and
constructed two bowling  centers since the  Acquisition for a combined  purchase
price of $497.5  million.  The  Company has funded its  acquisitions  and center
construction from internally generated cash, borrowings under the senior secured
revolving credit facility (the "Bank Facility") under the Credit Agreement as
defined in Note 5,  and issuances  of AMF  Bowling  common  stock  (the
"Common  Stock").  See "Note 8. Acquisitions".


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

    The  condensed  consolidated  results of operations of the Company have been
presented for the three months ended March 31, 1999 and 1998, respectively.  All
significant  intercompany  balances and transactions have been eliminated in the
accompanying condensed consolidated financial statements. Certain amounts in the
prior  year's  financial  statements  have been  reclassified  to conform to the
current year  presentation.  All dollar  amounts are in thousands,  except where
otherwise indicated.

GOODWILL

    As a result of the Acquisition  and subsequent  purchases of bowling centers
discussed in "Note 8. Acquisitions",  and in accordance with the purchase method
of accounting for all acquisitions,  the Company recorded goodwill  representing
the excess of the purchase price over the allocation  among the acquired  assets
and  liabilities in accordance  with estimates of fair market value on the dates
of acquisition.  Goodwill is being amortized over 40 years. Amortization expense
was  $5,141  and $ 5,037 for the three  months  ended  March 31,  1999 and 1998,
respectively.



<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

COMPREHENSIVE INCOME (LOSS)

    Comprehensive loss was $19,616 for the three months ended March 31, 1999 and
comprehensive  income  was $768 for the  three  months  ended  March  31,  1998.
Accumulated  other  comprehensive  loss  consists  of  the  accumulated  foreign
currency  translation  adjustment  on the  accompanying  condensed  consolidated
balance sheets.

NET LOSS PER SHARE

    Basic  and  diluted  net  loss per  share is  computed  by  dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Options to purchase shares of common stock are not
included as the effect would be antidilutive. As a result, the basic and diluted
loss per share amounts are identical.

RECENT ACCOUNTING PRONOUNCEMENT

    Effective for the quarter ended March 31, 2000, the Company will be required
to adopt  SFAS No.  133  "Accounting  for  Derivative  Instruments  and  Hedging
Activities."  The Company does not expect that  adoption of this  standard  will
have a material adverse impact on the Company's financial position or results of
operations.

NOTE 3.   INVENTORIES

    Inventories  at March 31,  1999,  and  December  31, 1998  consisted  of the
following:

                                                March 31,      December 31,
                                                  1999            1998
                                                 ------          ------
                                              (unaudited)
    Bowling Products, at FIFO:
      Raw materials                             $ 12,519        $ 11,471
      Work in progress                             1,850           1,548
      Finished goods and spare parts              43,226          42,980
    Bowling Centers, at average cost:
     Merchandise and spare parts                   8,684           8,736
                                                  ------          ------
                                                $ 66,279        $ 64,735
                                                  ======          ======




<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

NOTE 4.   PROPERTY AND EQUIPMENT

    Property and equipment at March 31, 1999, and December 31, 1998, consisted
of the following:


                                                     March 31,   December 31,
                                                        1999         1998
                                                     ---------   -----------
                                                    (unaudited)
    Land                                               $ 131,988    $ 131,906
    Buildings and improvements                           361,196      362,297
    Equipment, furniture and fixtures                    555,448      553,203
    Other                                                  9,146        7,476
                                                    ------------    ---------

                                                       1,057,778    1,054,882
    Less: accumulated depreciation and amortization     (203,654)    (180,897)
                                                    ------------    ---------
                                                       $ 854,124    $ 873,985
                                                    ============    =========


    Depreciation and amortization expense related to property and equipment was
$23,907 and $20,519 for the three months ended March 31, 1999 and 1998,
respectively.

NOTE 5. LONG-TERM DEBT

    Long-term debt at March 31, 1999, and December 31, 1998 consisted of the
following:

                                                       March 31,    December 31,
                                                          1999         1998
                                                      ------------  ------------
                                                        (unaudited)
     Bank debt                                          $ 590,908    $ 581,877
     Subsidiary senior subordinated notes                 250,000      250,000
     Subsidiary senior subordinated discount notes        219,541      213,226
     Zero coupon convertible debentures                   301,991      296,873
     Mortgage and equipment notes                           1,991        1,988
                                                      ------------ ------------
      Total debt                                        1,364,431    1,343,964
     Current maturities                                   (34,250)     (32,375)
                                                      ============ ============
      Total long-term debt                             $1,330,181  $ 1,311,589
                                                      ============ ============



    The  Company's  bank debt (the  "Senior  Debt") was  incurred  pursuant to a
credit  agreement,  dated as of May 1, 1996,  which was amended and  restated in
connection  with AMF Bowling's  initial  public  offering  (the "Initial  Public
Offering")  of Common  Stock in November  1997,  as of  November 3, 1997,  among
Bowling Worldwide and its lenders (the "Credit Agreement"). The Credit Agreement
provides for (i) three senior secured term loan  facilities  aggregating  $455.3
million (the "Term  Facilities")  and (ii) the Bank Facility  which provides for
borrowings up to $355.0 million on a revolving basis. At March 31, 1999, amounts
outstanding  under the Term Facilities and Bank Facility were $407.9 million and
$183.0 million, respectively.




<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

    The  Credit  Agreement  contains  certain  financial  covenants,  as well as
affirmative and negative covenants, constraining Bowling Worldwide. In 1998, the
Company entered into Amendment  Number 1 and Waiver (the "Amendment and Waiver")
to the Credit  Agreement that amended or waived certain  financial  covenants of
the  Credit  Agreement  and  imposed  certain   restrictions  on  the  Company's
operations  through  December 31, 1999.  In addition,  for 1999,  borrowings  to
finance acquisitions are substantially restricted and limits have been placed on
the   Company's   ability  to  make  capital   expenditures,   investments   and
acquisitions.  The Company is in  compliance  with the amended  covenants  as of
March  31,  1999  and  believes  that it will be in  compliance  throughout  the
remainder of 1999,  but any downturn in the current  performance  of the Company
could result in  non-compliance  with these financial  covenants.  The financial
covenants existing prior to the amendment will be reinstated  beginning with the
year 2000. However, based on current performance,  the Company will not meet the
requirements of the financial covenants that will be reinstated.  Failure by the
Company to comply with its Credit  Agreement  covenants could result in an event
of default which, if not cured or waived, will have a material adverse effect on
the Company.

RECAPITALIZATION PLAN AND PROPOSED CREDIT AGREEMENT MODIFICATIONS

    On May 5, 1999, AMF Bowling announced a recapitalization plan which includes
a rights offering to existing  stockholders to raise  approximately $140 million
and a tender  offer for a portion of its  outstanding  zero  coupon  convertible
debentures at a discount. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -Current  Developments"  for a more detailed
description of the recapitalization plan and intended use of proceeds thereof.

    A portion of the proceeds of the rights  offering would also be used to fund
future bowling center acquisitions, along with funds that may be available under
the Credit  Agreement,  and for  general  corporate  purposes.  The  Company has
requested that, in connection with its recapitalization  plan, the lenders under
its Credit  Agreement  provide the Company  with (i) the ability to increase the
pace of its  bowling  center  acquisition  program on a  selective  basis,  (ii)
greater  financial  flexibility  under the  covenants  contained  in the  Credit
Agreement and (iii) certain other modifications.

NOTE 6.  COMMITMENTS AND CONTINGENCIES

LITIGATION AND CLAIMS

    The Company is involved in certain  lawsuits  arising out of normal business
operations.  The  majority  of these  relate to  accidents  at bowling  centers.
Management believes that the ultimate resolution of such matters will not have a
material  adverse  effect on the  Company's  results of  operations or financial
position.  While the ultimate  outcome of the  litigation and claims against the
Company cannot presently be determined, management believes the Company has made
adequate provision for possible losses.

    On April 22,  1999, a putative  class action was filed in the United  States
District  Court for the  Southern  District of New York by Vulcan  International
Corporation  ("Vulcan")  against the Company,  The Goldman  Sachs  Group,  L.P.,
Goldman,  Sachs & Co.,  Morgan  Stanley  & Co.  Incorporated,  Cowen &  Company,
Schroder & Co. Inc.,  Richard A.  Friedman and Douglas J.  Stanard.  Vulcan,  as
putative  class  representative  for itself and all  persons who  purchased  the
Common Stock in the Initial Public Offering,  seeks, among other things, damages
and/or  rescission  against all  defendants  jointly and  severally  pursuant to
Sections  11, 12  and/or 15 of the  Securities  Act of 1933  based on  allegedly
inaccurate  and  misleading  disclosures  in  connection  with and following the
Initial  Public  Offering.  Management  believes that the  litigation is without
merit and intends to defend it vigorously.




<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

NOTE 7.  EMPLOYEE BENEFIT PLANS

AMF BOWLING, INC. 1996 STOCK INCENTIVE PLAN

    The total  number of shares of  Common  Stock  ("Stock  Options")  initially
reserved and available  for grant at March 31, 1999 under the AMF Bowling,  Inc.
1996 Stock  Incentive Plan (the "1996 Plan") was  1,767,151.  At March 31, 1999,
the number of Stock Options  outstanding to senior management,  other employees,
consultants  and directors  totaled  864,650 at an exercise  price of $10.00 per
share.  Of the total Stock  Options  awarded  under the 1996 Plan,  572,200 were
exercisable  at March 31, 1999, and no Stock Options were exercised in the three
months ended March 31, 1999. Forfeited Stock Options under the 1996 Plan totaled
585,450  through  March 31,  1999.  There were  834,951  shares of Common  Stock
available for grant under the 1996 Plan as of March 31, 1999.

AMF BOWLING, INC. 1998 STOCK INCENTIVE PLAN

    Under the AMF Bowling, Inc. 1998 Stock Incentive Plan (the "1998 Plan"), AMF
Bowling may grant incentive awards in the form of restricted stock awards, Stock
Options  and stock  appreciation  rights  in  substantially  the same  manner as
provided  under the 1996 Plan.  Four million shares of Common Stock are reserved
for issuance under the 1998 Plan. In addition,  shares of Common Stock that have
been  reserved but not issued under the 1996 Plan,  and shares which are subject
to awards under the 1996 Plan that expire or otherwise terminate, may be granted
as awards  pursuant to the 1998 Plan. As of March 31, 1999,  options to purchase
1,384,650 shares were granted under the 1998 Plan.

CHIEF EXECUTIVE STOCK OPTION

    On April 28,1999,  the Company granted to Roland Smith a nonqualified  stock
option (the "Smith Option") to purchase one million (1,000,000) shares of Common
Stock at an exercise  price of $5.2813 per share of Common  Stock in  connection
with Mr.  Smith's  employment  as president and chief  executive  officer of the
Company.  The  exercise  price of the Smith  Option is equal to the fair  market
value of the Common Stock on the date the Smith  Option was  granted.  The Smith
Option  was not  granted  pursuant  to either  the 1996  Plan or the 1998  Plan.
However,  the  Smith  Option is  subject  to the terms of the 1998 Plan and such
terms are incorporated into the option agreement. The Smith Option will vest and
become exercisable in 20% increments  beginning on the date of grant and on each
of the next four anniversaries thereof, and becomes vested and fully exercisable
upon a Change of Control (as defined in the 1998 Plan).

NOTE 8.   ACQUISITIONS

    Since  May 1, 1996 and prior to  December  31,  1998,  AMF  Bowling  Centers
purchased an aggregate of 262 bowling  centers from various  unrelated  sellers.
From January 1, 1999 through March 31, 1999, the Company  acquired one center in
the United  States.  The combined net purchase  price for all  acquisitions  was
approximately  $498.7 million,  and was funded with approximately  $76.6 million
from the sale of equity by AMF Bowling,  $420.9 million from available borrowing
under Bowling  Worldwide's then existing  Acquisition  Facility and current Bank
Facility, and with $1.2 million from the issuance of Common Stock.

    As  a  result  of  these  acquisitions,  and  after  giving  effect  to  the
construction  of two new U.S.  centers,  the closing of 17 U.S.  centers and two
international  centers  and the  sale  of a  center  in  Switzerland  since  the
Acquisition,  the Company  owned and operated 422 U.S.  bowling  centers and 123
international  bowling  centers as of March 31, 1999. As of April 30, 1999,  the
Company had no  commitments  regarding the  acquisition  of  additional  bowling
centers.


<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

NOTE 9.  BUSINESS SEGMENTS

    The  Company  operates  in two major lines of  business:  operating  bowling
centers and manufacturing bowling and related products.  Information  concerning
operations  in these  businesses  for the three  months ended March 31, 1999 and
1998, respectively, is presented below (in millions):

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31, 1999 (unaudited)
                                     ----------------------------------------------------------------------------
                                          Bowling Centers         Bowling Products
                                      ---------------------    --------------------
                                                Inter-    Sub-           Inter-   Sub-              Elim-
                                       U.S.    national  total    U.S.  national total   Corporate inations Total
                                       ----    --------  -----    ----  -------- -----   --------- -------- -----
<S>                                   <C>     <C>      <C>      <C>     <C>    <C>      <C>        <C>     <C>
 Revenue from unaffiliated customers  $ 140.9   $31.7   $ 172.6 $ 13.4   $16.6 $ 30.0       $ -      $ -   $202.6
 Intersegment sales                         -       -         -    1.1     0.9    2.0         -        -      2.0
 Operating income (loss)                 29.7     3.7      33.4   (3.2)   (3.3)  (6.5)     (5.7)     0.4     21.6
 Identifiable assets                    870.5   338.9   1,209.4  636.8    81.6  718.4      52.2      2.5  1,982.5
 Depreciation and amortization           21.6     5.5      27.1    5.5     0.4    5.9       0.8     (0.4)    33.4
 Capital expenditures                     2.0     1.1       3.1    1.4     0.2    1.6         -        -      4.7
 Research and development expense           -       -         -    0.1       -    0.1         -        -      0.1
</TABLE>

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31, 1998 (unaudited)
                                     ----------------------------------------------------------------------------
                                         Bowling Centers          Bowling Products
                                      ---------------------    --------------------
                                                Inter-    Sub-           Inter-   Sub-              Elim-
                                       U.S.    national  total    U.S.  national total   Corporate inations Total
                                       ----    --------  -----    ----  -------- -----   --------- -------- -----
<S>                                   <C>     <C>      <C>      <C>     <C>    <C>      <C>        <C>     <C>  
 Revenue from unaffiliated customers  $ 125.0   $25.2   $ 150.2 $ 13.6   $23.5 $ 37.1       $ -      $ -   $187.3
 Intersegment sales                         -       -         -    3.7     0.3    4.0         -        -      4.0
 Operating income (loss)                 32.6     2.3      34.9   (3.9)   (1.4)  (5.3)     (4.0)     0.7     26.3
 Identifiable assets                    865.4   312.4   1,177.8  631.3    75.1  706.4       3.9      1.9  1,890.0
 Depreciation and amortization           17.4     4.5      21.9    5.1     0.3    5.4       0.2     (0.7)    26.8
 Capital expenditures                     7.0     0.9       7.9    3.2     0.5    3.7         -        -     11.6
 Research and development expense           -       -         -    0.2       -    0.2         -        -      0.2
</TABLE>


NOTE 10.  CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

    The following condensed  consolidating  financial information presents:  (i)
the condensed  consolidating  balance sheet as of March 31, 1999,  and condensed
consolidating  statements  of income and cash flows for the three  months  ended
March 31, 1999 and (ii)  elimination  entries  necessary to combine the entities
comprising the Company.

    Bowling Worldwide's subsidiary senior subordinated notes and subsidiary
senior subordinated discount notes are jointly and severally guaranteed on a
full  and  unconditional  basis  by AMF  Group  Holdings  and  the  first  and
second-tier  subsidiaries of Bowling  Worldwide.  AMF Bowling and the third-tier
subsidiaries  of  Bowling  Worldwide  have  not  provided   guarantees  of  such
indebtedness.


<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                       AMF BOWLING, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATING BALANCE SHEET
                              AS OF MARCH 31, 1999
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                      Non-
                                                 Guarantor         Guarantor
                                                 Companies         Companies       Eliminations      Consolidated
                                                 ---------        ----------       ------------     -------------
<S>                                                 <C>                 <C>            <C>               <C>    
  Assets
 Current assets:
  Cash and cash equivalents                      $ 46,855           $ 9,929              $ -           $ 56,784
  Accounts and notes receivable, net
     of allowance for doubtful accounts            85,849               573                -             86,422
  Accounts receivable - intercompany                9,688            12,036          (21,724)                 -
  Inventories                                      65,253             1,026                -             66,279
  Deferred taxes and other                         21,863             7,785                -             29,648
                                         ---------------- ------------------ ---------------- -----------------
  Total current assets                            229,508            31,349          (21,724)           239,133
 Notes receivable - intercompany                   44,403             5,663          (50,066)                 -
 Property and equipment, net                      777,983            74,931            1,210            854,124
 Investment in subsidiaries                        20,783           769,094         (789,877)                 -
 Goodwill and other assets                        866,864            22,382                -            889,246
                                         ---------------- ------------------ ---------------- -----------------
  Total assets                                $ 1,939,541         $ 903,419       $ (860,457)       $ 1,982,503
                                         ================= ================= ================ =================

  Liabilities and Stockholders' Equity
 Current liabilities:
  Accounts payable                               $ 26,461           $ 3,381              $ -           $ 29,842
  Accounts payable - intercompany                  12,036             9,688          (21,724)                 -
  Accrued expenses                                 54,787            12,696                -             67,483
  Income taxes payable                              2,423             4,613                -              7,036
  Current portion of long-term debt                34,250                 -                -             34,250
                                         ---------------- ------------------ ---------------- -----------------
  Total current liabilities                       129,957            30,378          (21,724)           138,611
 Long-term debt, less current portion           1,011,187           318,994                -          1,330,181
 Notes payable - intercompany                       5,663            44,403          (50,066)                 -
 Other long-term liabilities                        2,857             1,015                -              3,872
                                         ---------------- ------------------ ---------------- -----------------
  Total liabilities                             1,149,664           394,790          (71,790)         1,472,664
                                         ---------------- ------------------ ---------------- -----------------
 Commitments and contingencies
 Stockholders' equity:
  Common stock                                        596               596             (596)               596
  Paid-in capital                               1,002,845           747,122       (1,000,841)           749,126
  Retained (deficit) earnings                    (193,322)         (218,847)         192,528           (219,641)
  Equity adjustment from foreign
  currency translation                            (20,242)          (20,242)          20,242            (20,242)
                                         ---------------- ------------------ ---------------- -----------------
  Total stockholders' equity                      789,877           508,629         (788,667)           509,839
                                         ---------------- ------------------ ---------------- -----------------

  Total liabilities and stockholders' 
     equity                                   $ 1,939,541         $ 903,419       $ (860,457)       $ 1,982,503
                                         ================= ================= ================ =================
</TABLE>

<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                       AMF BOWLING, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATING STATEMENT OF INCOME
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                              Non-
                                              Guarantor    Guarantor
                                              Companies    Companies  Eliminations Consolidated
                                              ---------    ---------  ------------ ------------
<S>                                        <C>          <C>           <C>         <C>
Operating revenue                             $ 186,372    $ 16,397      $ (202)   $ 202,567

Operating expenses:
  Cost of goods sold                             37,938       1,779        (135)      39,582
  Bowling center operating expenses              84,796       8,492         (67)      93,221
  Selling, general, and administrative expenses  12,365       2,388           -       14,753
  Depreciation and amortization                  31,172       2,224         (30)      33,366
                                              ---------    --------      -------  ----------
   Total operating expenses                     166,271      14,883        (232)     180,922
                                              ---------    --------      -------  ----------
Operating income                                 20,101       1,514          30       21,645
                                              ---------    --------      -------  ----------
Nonoperating expenses (income):
  Interest expense                               25,589       5,384           -       30,973
  Other expenses, net                             2,047         927           -        2,974
  Interest income                                  (572)       (123)          -         (695)
  Equity in (income) loss of subsidiaries          (504)     12,609     (12,105)           -
                                              ---------    --------      -------  ----------
Total nonoperating expenses                      26,560      18,797     (12,105)      33,252
                                               ---------    --------     -------  ----------
Loss before income taxes                         (6,459)    (17,283)     12,135      (11,607)
Provision for income taxes                          123       1,446           -        1,569
                                              ---------    --------      -------  ----------
Net loss before equity in loss of
   joint ventures                                (6,582)    (18,729)     12,135      (13,176)
Equity in loss of joint ventures                 (5,523)          -           -       (5,523)
                                              ---------    --------      -------  ----------
Net loss                                      $ (12,105)  $ (18,729)   $ 12,135    $ (18,699)
                                              ==========   ========     ========  ===========
</TABLE>

<PAGE>



                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                       AMF BOWLING, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        Non-
                                                           Guarantor  Guarantor
                                                           Companies  Companies  Eliminations Consolidated
                                                           ---------  ---------  ------------ ------------
<S>                                                        <C>     <C>            <C>        <C>  
Cash flows from operating activities:
  Net loss                                                 $(12,105) $ (18,729)    $ 12,135    $ (18,699)
  Adjustments to reconcile net (loss) income to net
   cash provided by (used in) operating activities:
    Depreciation and amortization                            31,172      2,224          (30)      33,366
    Equity in loss of joint ventures                          5,523          -            -        5,523
    Amortization of bond discount                             6,318      5,118            -       11,436
    Equity in earnings of subsidiaries                         (504)    12,609      (12,105)           -
    Loss on the sale of property and equipment, net             509          -            -          509
    Changes in assets and liabilities:
     Accounts and notes receivable                           (5,970)      (162)           -       (6,132)
     Receivables and payables - affiliates                    2,460     (2,460)           -            -
     Inventories                                             (2,485)       (22)           -       (2,507)
     Other assets                                            (2,021)    (3,390)           -       (5,411)
     Accounts payable and accrued expenses                      277      2,811            -        3,088
     Income taxes payable                                      (102)       743            -          641
     Other long-term liabilities                               (933)         -            -         (933)
                                                          ---------   --------    ---------    ---------
   Net cash provided by (used in) operating activities       22,139     (1,258)           -       20,881
                                                          ---------   --------    ---------    ---------
Cash flows from investing activities:
  Acquisitions of operating units, net of cash acquired      (1,208)         -            -       (1,208)
  Investments in and advances to joint ventures                (160)         -            -         (160)
  Investment in subsidiaries                                      -          -            -            -
  Purchases of property and equipment                        (4,075)      (594)           -       (4,669)
  Proceeds from sale of property and equipment                  114          -            -          114
                                                          ---------   --------    ---------    ---------
   Net cash used in investing activities                     (5,329)      (594)           -       (5,923)
                                                          ---------   --------    ---------    ---------
Cash flows from financing activities:
  Proceeds from long-term debt, net of deferred financing    20,000          -                    20,000
  Payments on long-term debt                                (10,969)         -            -      (10,969)
  Capital contribution from Parent                                -          -            -            -
  Issuance of shares                                              -          -            -            -
  Purchase of shares                                              -       (180)           -         (180)
  Noncompete obligations                                       (180)         -            -         (180)
                                                          ---------   --------    ---------    ---------
   Net cash provided by financing activities                  8,851       (180)           -        8,671
                                                          ---------   --------    ---------    ---------
   Effect of exchange rates on cash                           1,351     (1,198)           -          153
                                                          ---------   --------    ---------    ---------
   Net increase in cash                                      27,012     (3,230)           -       23,782
   Cash and cash equivalents at beginning of period          19,843     13,159            -       33,002
                                                          ---------   --------    ---------    ---------
   Cash and cash equivalents at end of period               $46,855    $ 9,929          $ -     $ 56,784
                                                          =========   ========    =========    =========
</TABLE>


<PAGE>



ITEM 2.

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

    Information in this report contains  forward-looking  statements,  which are
statements other than historical information or statements of current condition.
Some  forward-looking  statements  may be  identified  by use of  terms  such as
"believes",  "anticipates",   "intends",  or  "expects".  These  forward-looking
statements  relate  to the plans  and  objectives  of AMF  Bowling,  Inc.  ("AMF
Bowling" or "AMF") and its subsidiaries (collectively, the "Company") for future
operations.  In light of the  risks and  uncertainties  inherent  in all  future
projections,  the inclusion of forward-looking  statements in this report should
not be regarded as a representation  by the Company or any other person that the
objectives  or plans of the Company will be achieved.  Many factors  could cause
the  Company's   actual  results  to  differ   materially   from  those  in  the
forward-looking  statements,  including:  (i) the Company's ability to integrate
acquired  operations  into its  business,  (ii) the ability of the Company's new
management to execute its long term strategies,  including to identify,  finance
and execute increased further acquisitions,  (iii) the development and growth of
new bowling  markets and the Company's  ability to identify those markets and to
generate  sales of  products  in those  markets,  (iv) the success of the recent
management   reorganization   of  the  bowling  centers  and  bowling   products
businesses,  (v) the  expected  success of the  Company's  plans to improve  its
bowling centers  operations,  including revenue  enhancement and cost management
programs,  (vi) the ability to increase the pace of the Company's bowling center
acquisition  program,  (vii)  the  amounts  of  capital  expenditures  needed to
maintain or improve the Company's bowling centers, (viii) the manner, timing and
expected results of the Company's  recapitalization  plan and related activities
and charges,  (ix) the risk of adverse  political  acts or  developments  in the
Company's  existing or proposed markets for its products or in which it operates
its bowling  centers,  (x) the Company's  ability to retain  experienced  senior
management,  (xi) the success of Company employee incentive  efforts,  (xii) the
outcome of existing or potential  litigation,  (xiii) the ability of AMF Bowling
and its  subsidiaries  to generate  sufficient  cash flow in a timely  manner to
satisfy principal and interest payments on their indebtedness,  (xiv) the timing
or amount of any changes in the interest expense of the Company's debt, (xv) the
popularity of bowling as an activity in the United States and abroad,  (xvi) the
continuation or worsening of economic  difficulties  currently being experienced
by certain countries in Asia Pacific and other regions,  (xvii)  fluctuations in
currency  exchange  rates which  affect  translation  of  operating  results and
(xviii)  increased  competitive  pressure  from current  competitors  and future
market entrants.

    In  addition,  actual  results may differ  materially  from  forward-looking
statements  in this  report  as a result  of  factors  generally  applicable  to
companies in similar businesses, including, among other things: (i) a decline in
general  economic  conditions,  (ii) an  adverse  judgment  in pending or future
litigation,  (iii) the continuation of adverse financial results and substantial
competition in the Company's  bowling  products  business and (iv) the status or
effectiveness  of the  Company's  Year 2000  efforts.  The  foregoing  review of
important  factors  should not be construed as exhaustive  and should be read in
conjunction with other cautionary statements that are included elsewhere in this
report.  AMF Bowling undertakes no obligation to release publicly the results of
any future revisions it may make to forward-looking statements to reflect events
or  circumstances  after  the  date  hereof  or to  reflect  the  occurrence  of
unanticipated events.

BACKGROUND

    This discussion should be read in conjunction with the information contained
under  "Selected  Financial  Data"  and  AMF  Bowling's  Condensed  Consolidated
Financial Statements (unaudited) included elsewhere herein.

    The financial  information  presented below includes the Company's operating
results  expressed  in terms of EBITDA,  which  represents  earnings  before net
interest expense,  income taxes,  depreciation and  amortization,  and other net
income or net  expenses.  EBITDA  information  is  included  because the Company
understands that such information is used by certain investors as one measure of
an  issuer's  historical  ability to service  debt.  EBITDA is not  intended  to
represent and should not be considered more  meaningful  than, or an alternative
to, other measures of performance  determined in accordance with U.S.  generally
accepted accounting principles.



<PAGE>



GENERAL

    The  Company  principally  operates in two  business  segments in the United
States and  international  markets:  (i) the ownership and operation of 422 U.S.
bowling  centers and 123  international  bowling  centers  ("Bowling  Centers"),
including 15 joint venture centers operated with third parties,  as of March 31,
1999;  and (ii)  the  manufacture  and sale of  bowling  equipment  and  bowling
products ("Bowling Products").

    To  facilitate  a  meaningful  comparison,  in  addition to  discussing  the
consolidated  results of the  Company,  certain  portions  of this  Management's
Discussion and Analysis of Financial Condition and Results of Operations discuss
results of Bowling Centers and Bowling Products separately.

    The results of Bowling Centers,  Bowling Products and the consolidated group
are set forth below.  The business  segment  results  presented below are before
intersegment eliminations since the Company's management believes that this will
provide a more accurate  comparison of performance by segment from year to year.
The intersegment eliminations are not material. Interest expense is presented on
a gross basis.  The  comparative  results of Bowling Centers for the first three
months of 1999 versus 1998 reflect the inclusion of 51 centers  acquired and one
center constructed since April 1, 1998.

CURRENT DEVELOPMENTS

NEW CHIEF EXECUTIVE OFFICER

    On April 29, 1999, AMF Bowling  announced the appointment of Roland Smith as
president and chief executive  officer of the Company.  Mr. Smith,  44, succeeds
Stephen E. Hare, the Company's chief financial officer, who was acting president
and chief executive officer for the past six months.  Mr. Hare will continue his
role as chief financial  officer.  Mr. Smith has been appointed to AMF Bowling's
board of directors and to the executive committee of the board of directors.

RECAPITALIZATION PLAN

    On May 5, 1999, the Company announced a recapitalization plan which includes
a rights offering to existing  stockholders to raise  approximately $140 million
and a tender  offer for a portion of its  outstanding  zero  coupon  convertible
debentures (the "Debentures") at a discount.

    The Company intends to effect a rights offering in which all stockholders of
the Company  would receive  rights to purchase new shares of AMF Bowling  common
stock (the "Common Stock"). The number of rights per share to be offered and the
exercise price of the rights have not been determined.  Certain of the Company's
significant  stockholders  are currently  expected to  participate in the rights
offering,  subject to final terms and conditions,  but they are not obligated to
do so. The rights offering is expected to raise approximately $140 million.  The
Company filed a registration statement relating to the rights offering on May 5,
1999 with the  Securities  and  Exchange  Commission  which  has not yet  become
effective.

    The Company currently intends to use a portion of the proceeds of the rights
offering to make a tender offer for the Company's  outstanding  Debentures.  The
Company  currently  intends  to tender for a minimum of 45% and up to 60% of the
outstanding  Debentures  at an indicated  price not to exceed 14% of face value.
Affiliates  of  Goldman,  Sachs & Co. and Kelso & Company,  which  together  own
approximately  44% of the  outstanding  Debentures,  have  indicated  that  they
currently  expect to tender  their  debentures  pursuant  to the  tender  offer,
subject  to pro  ration,  and  subject  to market  conditions  and the terms and
conditions and prices of the tender offer, but they are not obligated to do so.

    A portion of the proceeds of the rights  offering would also be used to fund
future bowling center acquisitions, along with funds that may be available under
the Credit  Agreement,  and for  general  corporate  purposes.  The  Company has
requested that, in connection with its recapitalization  plan, the lenders under
AMF Bowling Worldwide,  Inc.'s ("Bowling  Worldwide") third amended and restated
credit  agreement  dated  November 3, 1997, as amended (the "Credit  Agreement")
provide   the   Company  with (i) the  ability to  increase  the  pace  of   its
bowling   center   acquisition  program  on   a   selective basis,  (ii) greater
financial  flexibility  under the  covenants  contained in the Credit  Agreement
and (iii) certain other modifications.

<PAGE>


    The  commencement of the rights offering and the tender offer are subject to
approval by the Board of Directors  of the final terms and  pricing.  The rights
offering and the tender offer are expected to be conditioned upon each other.

ACQUISITION

    From  January 1, 1999  through  March 31,  1999,  the Company  acquired  one
bowling center in the United States.  See "Note 8. Acquisitions" in the Notes to
Condensed   Consolidated   Financial   Statements   for  a  discussion  of  this
transaction.

                                AMF BOWLING, INC.
                             SELECTED FINANCIAL DATA
                                   (UNAUDITED)
                            (in millions of dollars)
<TABLE>
<CAPTION>
                                                                         Three Months
                                                                        Ended March 31,
                                                                      ------------------
                                                                      1999         1998
                                                                      ----         -----
<S>                                                                  <C>          <C>
Bowling Centers (before intersegment eliminations)
Operating revenue                                                    $ 172.6      $ 150.2
                                                                    --------     --------
Cost of goods sold                                                      16.9         13.4
Bowling center operating expenses                                       93.5         78.5
Selling, general, and administrative expenses                            1.7          1.5
Depreciation and amortization                                           27.1         21.9
                                                                    --------     --------
Operating income                                                      $ 33.4       $ 34.9
                                                                    ========     ========

Bowling Products (before intersegment eliminations)
Operating revenue                                                     $ 32.0       $ 41.1
Cost of goods sold                                                      24.4         29.3
                                                                    --------     --------
Gross profit                                                             7.6         11.8
Selling, general, and administrative expenses                            8.2         11.7
Depreciation and amortization                                            5.9          5.4
                                                                    --------     --------
Operating loss                                                        $ (6.5)      $ (5.3)
                                                                    ========     ========
Consolidated
Operating revenue                                                    $ 202.6      $ 187.3
                                                                    --------     --------
Cost of goods sold                                                      39.6         38.9
Bowling center operating expenses                                       93.2         78.4
Selling, general, and administrative expenses                           14.8         16.9
Depreciation and amortization                                           33.4         26.8
                                                                    --------     --------
Operating income                                                        21.6         26.3
Interest expense, gross                                                 31.0         26.0
Other expense, net                                                       2.3          0.1
                                                                    --------     --------
Income (loss) before income taxes                                      (11.7)         0.2
Provision (benefit) for income taxes                                     1.5          0.5
                                                                    --------     --------
Net loss before equity in loss of  joint ventures                      (13.2)        (0.3)
Equity in loss of joint ventures                                        (5.5)        (0.3)
                                                                    --------     --------
Net loss                                                             $ (18.7)      $ (0.6)
                                                                    ========     ========
Selected Data:
   EBITDA
     Bowling Centers                                                  $ 60.5       $ 56.8
     Bowling Products                                                 $ (0.6)       $ 0.1

   EBITDA margin
     Bowling Centers                                                    35.1%        37.8%
     Bowling Products                                                   -1.9%         0.2%
</TABLE>

<PAGE>



BOWLING CENTERS

    The Bowling Centers results shown in "Selected  Financial Data" reflect both
U.S. and international  Bowling Centers operations.  Bowling Centers derives its
revenue and cash flows from three principal sources: (i) bowling,  (ii) food and
beverage  and  (iii)  other  sources,  such as  shoe  rental,  amusement  games,
billiards  and pro shops.  For the three months  ended March 31, 1999,  bowling,
food and beverage and other revenue  represented 59.7%, 27.1% and 13.2% of total
Bowling Centers revenue, respectively.

FIRST QUARTER OF 1999 COMPARED TO FIRST QUARTER 1998

    Bowling Centers  operating  revenue  increased  $22.4 million,  or 14.9%. An
increase of $25.7 million is attributable to new centers, of which $18.7 million
is from U.S. centers and $7.0 million is from  international  centers.  Of these
new centers,  51 centers were  acquired and one center was  constructed  between
April 1, 1998 and March 31, 1999.  Constant centers  operating revenue decreased
$1.7 million,  or 1.2%. U.S.  constant centers  operating revenue decreased $1.4
million,  or 1.1%,  primarily  as a result of lower  league  revenue,  which was
established at the start of league play in the fall of 1998, partially offset by
increases  in open  play  revenue,  food  and  beverage  and  ancillary  revenue
associated  with open play traffic.  International  constant  centers  operating
revenue decreased $0.3 million, or 1.4%, due to unfavorable currency translation
of results.  On a constant exchange rate basis,  international  constant centers
operating revenue increased $0.2 million,  or 0.8%, in the first quarter of 1999
compared  to the first  quarter  of 1998.  A decrease  of $1.7  million in total
operating  revenue was  attributable to 11 centers which were closed since March
31, 1998.

    Cost of goods sold increased $3.5 million,  or 26.1%.  Of the total increase
in cost of goods sold, $2.9 million is attributable to the new centers. Constant
centers  cost of goods sold  increased  $0.7  million,  or 5.6%,  as a result of
higher food costs.

    Operating expenses  increased $15.0 million,  or 19.1%. An increase of $13.9
million  was  attributable  to the  increase  in the  number of  centers  and an
increase of $2.9  million was  primarily  attributable  to constant  centers.  A
decrease of $1.2 million was  attributable  to closed  centers and a decrease of
$0.6  million  was  attributable  to  lower  regional  and  district  operations
expenses.  As a percentage of its revenue,  Bowling Centers  operating  expenses
were 54.2% for the first quarter of 1999 compared to 52.3% for the first quarter
of 1998. The 1.9% increase was primarily attributable to higher expenses related
to maintenance and supplies, advertising and payroll.

    Selling,  general and  administrative  expenses  increased $0.2 million,  or
13.3%,  due to an  increase  in costs  associated  with  growth  experienced  in
Australia and the United Kingdom.

    EBITDA  increased  $3.7 million,  or 6.5%.  The EBITDA  contribution  of new
centers was partially offset by the increased expenses  discussed above.  EBITDA
margin for the first  quarter of 1999 was 35.1%  compared to 37.8% for the first
quarter of 1998.

BOWLING PRODUCTS

FIRST QUARTER OF 1999 COMPARED TO FIRST QUARTER 1998

    Bowling Products operating revenue decreased $9.1 million, or 22.1%. Revenue
from  sales of New Center  Packages  ("NCP"s  which  include  all the  equipment
necessary to outfit a new bowling center or expand an existing  bowling  center)
decreased $8.7 million, or 49.2%, and Modernization and Consumer Products (which
include modernization equipment,  supplies, spare parts and consumable products)
revenue decreased $0.4 million,  or 1.7%.  Operating results have been adversely
impacted by economic  difficulties and increased  competition in certain markets
of the Asia Pacific  region  which have reduced the level of shipments  for NCPs
and Modernization and Consumer Products. The strong U.S. dollar also unfavorably
affected pricing and financial statement  translation.  During the first quarter
of 1999,  Bowling  Products  recorded  NCP  shipments  of 269 units  compared to
shipments of 504 units for the first quarter of 1998.

    Gross profit decreased $4.2 million, or 35.6%,  primarily as a result of the
decreased  levels of NCP shipments,  lower pricing and unabsorbed fixed overhead
resulting from low production levels.

<PAGE>

    Bowling Products selling, general and administrative expenses decreased $3.5
million,  or 29.9%,  primarily as a result of the  implementation  of an ongoing
cost  reduction  program in which the  Bowling  Products  organization  has been
streamlined in order to reduce selling,  general and administrative  expenses to
offset the impact of lower sales volume on EBITDA.

    Bowling Products EBITDA decreased from $0.1 million in the first quarter of
1998 to $0.6 million loss in the first quarter of 1999, and the Bowling Products
EBITDA margin decreased from 0.2% in the first quarter of 1998 to (1.9)% in the
first quarter of 1999 primarily as a result of lower revenue and gross profit
which exceeded the effect of savings achieved through cost reduction.

CONSOLIDATED

DEPRECIATION AND AMORTIZATION

    Depreciation and amortization increased $6.6 million, or 24.6%, in the first
quarter  of 1999  compared  to the  first  quarter  of 1998.  The  increase  was
attributable to depreciation of property and equipment of centers acquired since
March 31,  1998 and  incremental  depreciation  expense  incurred as a result of
capital expenditures.

INTEREST EXPENSE

    Gross  interest  expense  increased  $5.0  million,  or 19.2%,  in the first
quarter of 1999 compared to the first quarter of 1998  primarily due to interest
incurred on the  Debentures.  See  "--Liquidity"  and "--Capital  Resources" for
further  discussion of the bank debt and the Debentures.  Non-cash bond interest
amortization  totaled  $11.4  million for the first  quarter of 1999 compared to
$5.7 million for the first quarter of 1998.

NET LOSS

    Net loss in the first quarter of 1999 was $18.7 million compared to net loss
of $0.6  million  in the first  quarter  of 1998.  The  increased  loss of $18.1
million was  primarily a result of  decreases  in Bowling  Products  revenue and
EBITDA discussed above and the increase in depreciation  expense.  Additionally,
the Company  recorded  $5.5  million in equity in loss of joint  ventures in the
first quarter of 1999 compared to a loss of $0.3 million in the first quarter of
1998.

INCOME TAXES

    As  of  December  31,  1998,  the  Company  had  net  operating   losses  of
approximately $194.5 million and foreign tax credits of $19.7 million which will
carry over to future  years to offset U.S.  taxes.  The foreign tax credits will
begin to expire  in the year 2001 and the net  operating  losses  will  begin to
expire in the year 2011.  The  Company has  recorded a  valuation  reserve as of
March 31, 1999,  for $45.6 million  related to net operating  losses and foreign
tax  credits  that the Company  does not expect will be utilized  prior to their
expirations.

LIQUIDITY

    The Company's primary source of liquidity is cash provided by operations and
credit  facilities,  as described  below.  Working capital on March 31, 1999 was
$100.5 million compared to $70.6 million as of December 31, 1998, an increase of
$29.9 million.  Increases in working  capital were primarily  attributable to an
increase of $23.8  million in cash  attributable  to cash  balances held to fund
general corporate  purposes,  an increase of $4.0 million in accounts receivable
primarily  as a result of  recently  generating  more trade sales than letter of
credit sales, an increase of $1.5 million in inventory  balances,  a decrease of
$4.1  million in accounts  payable,  and a net increase of $4.1 million in other
current assets and  liabilities.  These increases in working capital were offset
by a decrease  in  working  capital  caused by an  increase  of $5.7  million in
accrued  expenses and an increase of $1.9 million in the current portion of long
term debt.

    Net cash flows provided by operating  activities  were $20.9 million for the
three months ended March 31, 1999  compared to net cash flows  provided of $11.1
million for the three months ended March 31, 1998,  an increase of $9.8 million.

<PAGE>

An increase of $18.9 million was  attributable  to increased  levels of accounts
payable and accrued  expenses;  an increase of $7.6 million was  attributable to
lower inventory  balances resulting from lower Bowling Products sales volumes in
1999; an increase of $6.6 million was due to higher amounts of depreciation  and
amortization;  an increase of $5.8 million was  attributable to higher levels of
bond  amortization  attributable  to the  Debentures;  and an  increase  of $5.1
million was due to the increased loss in equity of joint ventures  caused by the
Company's  Brazilian  joint venture  results which were adversely  impacted by a
currency  devaluation.  These  increases were partially  offset by a decrease of
$18.1 million  attributable  to net loss of $18.7 million  recorded in the first
three  months of 1999  compared to a net loss of $0.6 million in the same period
in 1998; a decrease of $13.4  million  attributable  to lower levels of accounts
receivable and a net decrease of $2.4 million  attributable  to changes in other
operating activities.

    Net cash flows used in investing  activities were $5.9 million for the three
months ended March 31, 1999 compared to net cash flows used of $81.7 million for
the three  months ended March 31,  1998,  a decrease of $75.8  million.  Bowling
Center acquisition spending decreased by $64.4 million and purchases of property
and  equipment  decreased  by $7.0  million  in the first  three  months of 1999
compared to the same  period in 1998.  In the first  three  months of 1999,  one
center  was  purchased  compared  to 33  centers  in the  same  period  in 1998.
Investments  in and  advances to joint  ventures  decreased  $4.4 million in the
first three  months of 1999  compared  to the same period in 1998.  See "Note 8.
Acquisitions" in the Notes to Condensed  Consolidated  Financial  Statements and
"--Capital   Expenditures"   for  additional   discussion  of  these   investing
activities.

    Net cash  provided by  financing  activities  was $8.7 million for the three
months ended March 31, 1999  compared to net cash  provided of $64.1 million for
the three months ended March 31,  1998,  a decrease of $55.4  million.  Proceeds
from long term debt decreased  $52.0 million  primarily as a result of decreased
borrowings under the Credit Agreement attributable to curtailment of the pace of
acquisitions.  In accordance with the terms of the Credit  Agreement,  scheduled
principal  payments in the first three months of 1999 were $1.9  million  higher
than  payments  made in the same period in 1998.  In the first  three  months of
1998,  $1.4  million  of Common  Stock was  issued,  of which $1.2  million  was
attributable  to shares issued in the Active West  acquisition  and $0.2 million
was  attributable  to shares  issued upon  exercise of employee  stock  options.
Net cash flows provided by other  financing  activities  decreased $0.1 million.
See "Note 5. Long-Term  Debt",  "Note 7. Employee  Benefit  Plans", and "Note 8.
Acquisitions"  in  the Notes to  Condensed  Consolidated  Financial  Statements
and "--Capital Resources".

    As a result of the  aforementioned,  cash increased by $23.8 million for the
three months ended March 31, 1999 compared to a decrease of $6.2 million for the
three months ended March 31, 1998.

CAPITAL RESOURCES

    The Company's  total  indebtedness is primarily a result of the financing of
the  acquisition of the Company in 1996 by an investor group led by an affiliate
of Goldman,  Sachs & Co. (the  "Acquisition")  and the Company's  bowling center
acquisition  program.  At March 31, 1999, the Company's debt structure consisted
of $592.9  million  of  borrowings  under the  Credit  Agreement  and a mortgage
(collectively,   the  "Senior  Debt"),   $250.0  million  of  subsidiary  senior
subordinated notes ("Subsidiary Senior Subordinated  Notes"),  $219.5 million of
subsidiary senior  subordinated  discount notes ("Subsidiary Senior Subordinated
Discount  Notes"),  and $302.0 million of Debentures.  The Company's Senior Debt
consisted of $407.9 million  outstanding  under term loan  facilities  under the
Credit Agreement (the "Term  Facilities"),  $183.0 million  outstanding  under a
non-amortizing  revolving  credit facility under the Credit Agreement (the "Bank
Facility") and $2.0 million represented by one mortgage note. At March 31, 1999,
the Company was also capitalized with equity of $509.8 million.

    The Company has the ability to borrow for general corporate purposes and, to
a limited extent, for acquisitions pursuant to the $355.0 million Bank Facility,
subject to certain conditions. At March 31, 1999, $183.0 million was outstanding
and $172.0 million was available for borrowing under the Bank Facility.  Between
March 31, 1999 and April 30, 1999, there were no additional borrowings under the
Bank Facility.

    In 1998,  the  Company  entered  into  Amendment  Number 1 and  Waiver  (the
"Amendment  and Waiver") to the Credit  Agreement that amended or waived certain
financial covenants of the Credit Agreement and imposed certain  restrictions on

<PAGE>

the   Company's   ability  to  make  capital   expenditures,   investments   and
acquisitions.  The Company is in  compliance  with the amended  covenants  as of
March  31,  1999  and  believes  that it will be in  compliance  throughout  the
remainder of 1999,  but any downturn in the current  performance  of the Company
could result in  non-compliance  with these financial  covenants.  The financial
covenants  existing  prior  to the  amendment  will be  reinstated  in the  year
beginning 2000. However, based on current performance, the Company will not meet
the requirements of the financial covenants that will be reinstated.  Failure by
the Company to comply with its Credit  Agreement  covenants  could  result in an
event of default  which,  if not cured or waived,  will have a material  adverse
effect on the Company.

    During the first quarter of 1999,  the Company funded its cash needs through
the Bank  Facility  as well as cash  flow  from  operations  and  existing  cash
balances.  A substantial portion of the Company's available cash will be applied
to service outstanding indebtedness.  For the three months ended March 31, 1999,
the Company incurred cash interest expense of $19.5 million,  representing 35.5%
of EBITDA for the  quarter.  For the three  months  ended  March 31,  1998,  the
Company incurred cash interest expense of $19.9 million,  representing  37.5% of
EBITDA for the quarter.

    The indentures  governing the Subsidiary  Senior Subordinated  Notes and the
Subsidiary  Senior  Subordinated  Discount  Notes (together with the  Subsidiary
Senior Subordinated Notes, the "Subsidiary Notes") and certain provisions of the
Credit  Agreement  contain  financial  and operating  covenants and  significant
restrictions on the ability of the Company to pay dividends, incur indebtedness,
make investments and take certain other corporate actions. As of March 31, 1999,
the Company is in compliance with all of its covenants.

    The Company's ability to make scheduled  payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which,  to  a  certain  extent,  is  subject  to  general  economic,  financial,
competitive,  legislative,  regulatory  and other  factors  beyond its  control,
including the conditions of the debt and equity markets.  Based upon the current
level of operations, management believes that available cash flow, together with
available  borrowings under the Credit Agreement and other sources of liquidity,
will be adequate to meet the Company's requirements for working capital, capital
expenditures,  scheduled  payments of principal  of, and interest on, its Senior
Debt, and interest on the Subsidiary Notes. There can be no assurance,  however,
that the Company's  business will generate  sufficient cash flow from operations
or that future  borrowings  will be available in an amount  sufficient to enable
the Company to service its indebtedness, or make necessary capital expenditures,
or that any refinancing  would be available on commercially  reasonable terms or
at all.

    The Company has  requested  that, in  connection  with its  recapitalization
plan,  the lenders under the Credit  Agreement  provide the Company with (i) the
ability to increase  the pace of its  bowling  center  acquisition  program on a
selective  basis,  (ii)  greater  financial   flexibility  under  the  covenants
contained in the Credit Agreement and (iii) certain other modifications.

CAPITAL EXPENDITURES

    For  the  three  months  ended  March  31,  1999,   the  Company's   capital
expenditures  were $4.7 million  compared to $11.6  million for the three months
ended March 31, 1998, a decrease of $6.9 million.  Bowling  Centers  maintenance
and  modernization   expenditures  decreased  $1.7  million.   Bowling  Products
expenditures   decreased   $2.0  million.   Company-wide   information   systems
expenditures  decreased  $2.6  million  and other  expenditures  decreased  $0.6
million.

    While the Company's intention is to continue to consolidate the U.S. bowling
center industry by acquiring  additional  bowling centers,  the Company recently
curtailed its pace of  acquisitions  so that  management  can focus on improving
financial performance of its current centers.  However, the Company continues to
evaluate  acquisitions  on a more  selective  basis.  As of April 30, 1999,  the
Company had no formal  commitments to build or acquire centers.  The Company has
committed to build one Michael Jordan Golf Center in 1999.

    The  Company  funded  its  capital   expenditures  from  cash  generated  by
operations and, with respect to the construction and acquisition of new centers,
internally-generated  cash, the Bank Facility and issuances of Common Stock. See
"Note  8.  Acquisitions"  in  the  Notes  to  Condensed  Consolidated  Financial
Statements, "--Liquidity" and "--Capital Resources."

<PAGE>

    The Company has  requested  that, in  connection  with its  recapitalization
plan,  the lenders under the Credit  Agreement  provide the Company with (i) the
ability to increase  the pace of its  bowling  center  acquisition  program on a
selective  basis,  (ii)  greater  financial   flexibility  under  the  covenants
contained in the Credit Agreement and (iii) certain other modifications.

SEASONALITY AND CYCLICALITY

    The financial  performance of Bowling Centers  operations is seasonal.  Cash
flows typically peak in the winter and reach their lows in the summer. While the
geographic  diversity of the Company's  Bowling  Centers  operations  has helped
reduce this seasonality in the past, the increase in U.S. centers resulting from
acquisitions has increased the seasonality of that business.

    Modernization and Consumer Products sales also display seasonality. The U.S.
market, which is the largest market for Modernization and Consumer Products,  is
driven by the beginning of league play in the fall of each year. While operators
purchase consumer  products  throughout the year, they often place larger orders
during  the  summer in  preparation  for the  start of league  play in the fall.
Summer is also  generally  the peak  period for  installation  of  modernization
equipment.  Operators typically sign purchase orders for modernization equipment
during the first  four  months of the year after  they  received  winter  league
revenue  indications.  Equipment is then shipped and installed during the summer
when leagues are generally  less active.  However,  sales of some  modernization
equipment such as automatic scoring and synthetic lanes are less predictable and
fluctuate  from year to year  because  of the longer  life cycle of these  major
products.

    Sales  of  NCPs  can  fluctuate   dramatically   as  a  result  of  economic
fluctuations in international markets, as seen in the reduction of sales of NCPs
to markets in the Asia Pacific region  following  economic  difficulties in that
region.

INTERNATIONAL OPERATIONS

    The Company's international  operations are subject to the risks inherent in
operating  abroad,  including,  but  not  limited  to,  currency  exchange  rate
fluctuations,  economic and political  fluctuations and  destabilization,  other
disruption of markets,  restrictive  laws,  tariffs and other actions by foreign
governments (such as restrictions on transfer of funds, import and export duties
and quotas,  foreign  customs,  tariffs  and value  added  taxes and  unexpected
changes in regulatory  environments),  difficulty in obtaining  distribution and
support for products, the risk of nationalization,  and the laws and policies of
the United States  affecting  trade,  international  investment  and loans,  and
foreign tax law changes.

    The Company has a history of operating in a number of international markets,
in  some  cases,  for  over  30  years.  As in  the  case  of  other  U.S.-based
manufacturers with export sales, local currency  devaluation  increases the cost
of the Company's  bowling equipment in that market. As a result, a strengthening
U.S.  dollar  exchange rate  adversely  impacts sales volume and profit  margins
during such periods.

    Recent  economic  difficulties  in the Asia Pacific region have had and will
continue to have an adverse  impact on NCP sales,  shipments and order  backlog.
One of the reasons for the decline in NCP sales is the limited  availability  of
financing for customers desiring to build new bowling centers, especially in the
Asia Pacific  region.  In addition,  a low cost Chinese  manufacturer of bowling
equipment  has become a significant  competitor in China.  As of March 31, 1999,
the NCP backlog was 755 units, which represents a reduction of 53.2% compared to
a backlog of 1,612 units as of March 31, 1998, and a reduction of 30.0% compared
to a backlog of 1,078 units as of December 31, 1998.

    NCP unit  sales to  China,  Japan and other  countries  in the Asia  Pacific
region  represented  66.5% of total NCP unit  sales for the three  months  ended
March 31, 1999 compared to 72.7% for the year ended  December 31, 1998. NCP unit
backlog  related to China,  Japan and other countries in the Asia Pacific region
represented  66.6% of total NCP unit backlog at March 31, 1999 compared to 74.2%
at December 31, 1998.

<PAGE>

    Due to the decline in NCP sales,  shipments and order  backlog,  in the near
term, the Company plans to concentrate  on sales of  Modernization  and Consumer
Products.

    China has recently  strengthened  its import  restrictions  by requiring the
payment of full customs  duties and value added taxes on the  importation of new
and used  capital  goods.  The  Chinese  government  has also begun to  prohibit
importation  of  used  capital  equipment  without  permits.   Permits  for  the
importation  of used  bowling  equipment  are very  difficult  to obtain.  Local
Chinese  companies,  however,  are not  subject  to the same  restrictions.  For
example,  a Chinese  competitor  recently  began  producing  locally and selling
bowling  equipment  which  is  not  subject  to the  customs  duties  or  permit
requirements  that  affect  the  Company's  imported   equipment.   The  Chinese
manufacturer has experienced  significant  acceptance by local customers.  These
Chinese import  restrictions have had, and for the foreseeable future management
believes  will  continue  to have,  an adverse  effect on the  Bowling  Products
business.  The Chinese  competitor  does not  currently  sell bowling  equipment
outside China. There can be no assurance, however, that this competitor will not
be able to compete with the Company outside China in the future.

    Foreign  currency  exchange  rates also impact the  translation of operating
results from international bowling centers. For the three months ended March 31,
1999, revenue and EBITDA of international  bowling centers represented 15.6% and
16.7% of consolidated  results,  respectively.  For the three months ended March
31, 1998, revenue and EBITDA of international  bowling centers represented 13.5%
and 12.8% of consolidated results, respectively. For the year ended December 31,
1998, revenue and EBITDA of international  bowling centers represented 15.6% and
24.3% of consolidated results, respectively.

BACKLOG: RECENT NCP SALES

    The total backlog of NCPs was 755 units as of March 31, 1999, representing a
reduction  of 30.0%  compared  to 1,078  units as of December  31,  1998,  and a
reduction of 53.2%  compared to 1,612 units as of March 31, 1998. It is expected
that NCP backlog will  continue for the  foreseeable  future at levels which are
substantially  lower than  those  experienced  in 1998.  It is  customary  for a
certain  portion of the backlog to be  cancelled  before the  expected  shipping
date.  The  Company  has  experienced  a greater  number of order  cancellations
recently because of economic  difficulties in the Asia Pacific region. There can
be no assurance  that economic  conditions in the Asia Pacific  region and other
regions  will  improve  or that NCP sales will not  decrease  any  further.  NCP
shipments were 269 units for the three months ended March 31, 1999, representing
a reduction  of 46.6%  compared to  shipments  of 504 units for the three months
ended March 31,  1998,  which was largely  attributable  to the recent  economic
difficulties in the Asia Pacific region. See "--International Operations."

IMPACT OF INFLATION

    The Company has  historically  offset the impact of inflation  through price
increases  and  expense  reductions.  Periods  of high  inflation  could  have a
material  adverse impact on the Company to the extent that  increased  borrowing
costs for floating rate debt may not be offset by increases in cash flow.

ENVIRONMENTAL MATTERS

    The Company's  operations are subject to federal,  state,  local and foreign
environmental  laws and regulations that impose limitations on the discharge of,
and  establish  standards  for  the  handling,  generation,  emission,  release,
discharge, treatment, storage and disposal of, certain materials, substances and
wastes.

    The  Company  currently  and from time to time is subject  to  environmental
claims.  In  management's  opinion,  the  various  claims in which  the  Company
currently  is involved are not likely to have a material  adverse  impact on its
financial  position or results of  operations.  However,  it is not  possible to
ensure the ultimate outcome of such claims.

    The Company cannot predict with any certainty whether existing conditions or
future events,  such as changes in existing laws and regulations,  may give rise
to additional environmental costs. Furthermore, actions by federal, state, local
and foreign governments concerning environmental matters could result in laws or


<PAGE>

regulations that could increase the cost of producing the Company's products, or
providing  its  services,  or  otherwise  adversely  affect  the  demand for its
products or services.

RECENT ACCOUNTING PRONOUNCEMENTS

    Effective for the quarter ended March 31, 2000, the Company will be required
to adopt  SFAS No.  133  "Accounting  for  Derivative  Instruments  and  Hedging
Activities."  The Company does not expect that  adoption of this  standard  will
have a material adverse impact on the Company's financial position or results of
operations.

YEAR 2000

    Many computer  systems in use today were  designed and  developed  using two
digits,  rather than four, to specify the year.  As a result,  such systems will
recognize the Year 2000 as "00" and may assume that the year is 1900 rather than
2000.  This could cause many  computer  applications  to fail  completely  or to
create  erroneous  results  unless  corrective  measures are taken.  The Company
recognizes the need to ensure its operations  will not be adversely  impacted by
Year 2000  software  failures,  and is in the process of preparing  for the Year
2000.

    The Company has evaluated its Year 2000 risk in three  separate  categories:
information  technology  systems ("IT"),  non-IT systems ("Non-IT") and material
third party relationships ("Third Party Risk"). The Company has developed a plan
in which the risks in each of these  categories are being reviewed and addressed
by the appropriate level of management as follows:

        IT. The Company has a number of financial, retail and operational
        systems worldwide. The retail systems in many of its bowling centers are
        already Year 2000 compliant. The Company is in the process of installing
        corrective measures for those bowling centers that are not compliant and
        expects this effort to be complete by the third quarter of 1999. The
        Company is installing new financial and operational systems at several
        locations. In connection with this effort, system programs have been
        designed so that the Year 2000 will be recognized as a valid date and
        will not affect the processing of date-sensitive information. The
        financial and operational systems have already been installed for U.S.
        Bowling Centers and at the corporate level. The effort will be complete
        for Bowling Products locations before year-end. Several locations have
        existing systems that are being upgraded for Year 2000 compliance, which
        will be completed by the end of the second quarter of 1999. In 1997,
        1998 and for the three months ended March 31, 1999, the Company spent
        approximately $12.6 million, $4.1 million and $1.0 million,
        respectively, on systems that are designed to be Year 2000 compliant.
        The Company expects to spend an additional $6.6 million to complete the
        installation. These costs include normal system software and equipment
        upgrades or replacements which the Company anticipated incurring and
        budgeted in the normal course of business, separate from the Year 2000
        issue.

        Non-IT. Non-IT systems involve embedded technologies, such as
        microcontrollers or microprocessors. Examples of Non-IT systems include
        telephones, security systems and computer-controlled manufacturing
        equipment. The Company sells automatic scoring that is computerized and
        has developed a software program for a cost to the Company of
        approximately $50,000 that will address the Year 2000 issue in its
        automatic scoring. This software will be made available to customers
        with service contracts at no cost and will be sold to customers without
        service contracts. To date, management believes the Company's Non-IT
        risks are minimal. For the most part, costs of addressing Non-IT risks
        are included in normal upgrade and replacement expenditures which were
        planned outside of the Company's Year 2000 review.

        Third Party Risk. The Company's review of its Third Party Risk includes
        detailed reviews of critical relationships with vendors and certain
        business partners. The Company is monitoring and assessing the progress
        of its vendors and certain business partners to determine whether they
        will be able to successfully interact with the Company in the Year 2000.
        The Company has contacted and received oral or written responses from at
        least half of its critical vendors, all of which are in various stages
        of addressing the Year 2000 issue, and is currently awaiting response
        from the remainder of its critical vendors.

    If the steps taken by the  Company  and its  vendors  and  certain  business
partners  to be Year  2000  compliant  are not  successful,  the  Company  could
experience various operational  difficulties.  These could include,  among other

<PAGE>

things, processing transactions to an incorrect accounting period,  difficulties
in posting general ledger interfaces and lapse of certain services by vendors to
the Bowling  Centers  operations.  If the Company's  plan to install new systems
which  effectively  address  the Year 2000 issue is not  successfully  or timely
implemented,  the Company may need to devote more  resources  to the process and
additional costs may be incurred.  The Company believes that the Year 2000 issue
is being appropriately addressed through the implementation of these new systems
and  software  development  and by its  critical  vendors and  certain  business
partners  and does not expect  the Year 2000  issue to have a  material  adverse
impact on the  financial  position,  results of  operations or cash flows of the
Company in future periods. However, should the remaining review of the Company's
Year 2000 risks reveal  potentially  non-compliant  computer systems or material
third parties, contingency plans will be developed at that time.



                                     PART II

ITEM 1. LEGAL

    The Company currently and from time to time is subject to claims and actions
arising in the ordinary course of its business,  including environmental claims,
discrimination claims,  workers' compensation claims, and personal injury claims
from customers of Bowling Centers. In some actions,  plaintiffs request punitive
or other damages that may not be covered by insurance.  In management's opinion,
the claims and actions in which the Company is involved will not have a material
adverse impact on its financial position or results of operations.  However,  it
is not possible to predict the outcome of such claims and actions.

    On April 22,  1999, a putative  class action was filed in the United  States
District  Court for the  Southern  District of New York by Vulcan  International
Corporation  ("Vulcan")  against the Company,  The Goldman  Sachs  Group,  L.P.,
Goldman,  Sachs & Co.,  Morgan  Stanley  & Co.  Incorporated,  Cowen &  Company,
Schroder & Co. Inc.,  Richard A.  Friedman and Douglas J.  Stanard.  Vulcan,  as
putative  class  representative  for itself and all  persons who  purchased  the
Common Stock in the Initial Public Offering,  seeks, among other things, damages
and/or  rescission  against all  defendants  jointly and  severally  pursuant to
Sections  11, 12  and/or 15 of the  Securities  Act of 1933  based on  allegedly
inaccurate  and  misleading  disclosures  in  connection  with and following the
Initial  Public  Offering.  Management  believes that the  litigation is without
merit and intends to defend it vigorously.


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

SHAREHOLDER CONSENT

    Pursuant  to a  written  consent  dated  April  22,  1999,  the  holders  of
41,492,203  shares of Common Stock,  or  approximately  69.6% of the outstanding
shares of Common Stock, approved (i) the Company's employment agreement with the
Company's new chief executive officer and president,  Roland Smith, and (ii) the
grant to Mr. Smith of a nonqualified  stock option to purchase  1,000,000 shares
of Common  Stock.  The approvals  were  obtained  pursuant to Section 228 of the
Delaware General Corporation Law, subject to the expiration of 20 days following
the  mailing  on  May 6,  1999  of an  Information  Statement  to the  Company's
stockholders as required under the Securities Exchange Act of 1934, as amended.



<PAGE>



ANNUAL MEETING OF AMF BOWLING, INC. SHAREHOLDERS

(a) Annual Meeting held May 4, 1999.

(b) Not Applicable.

(c) There were 59,597,550 shares of AMF Bowling Common Stock outstanding as of
    March 8, 1999, the record date for the 1999 annual meeting of shareholders.
    A total of 58,567,209 shares were voted.


    All of the board's nominees for directors of AMF Bowling were elected with
the following vote:

<TABLE>
<CAPTION>

    NOMINEE                        VOTES FOR            VOTES WITHHELD        BROKER NON-VOTES
    -------                        ---------            --------------        ----------------
   <S>                            <C>                   <C>                   <C>
    Richard A Friedman             58,490,558                  76,651                0
    Stephen E. Hare                58,493,951                  73,258                0
    Terence M. O'Toole             58,489,665                  77.544                0
    Peter M. Sacerdote             58,492,165                  75,044                0
    Charles M. Diker               58,493,915                  73,294                0
    Paul B. Edgerley               58,490,015                  77,194                0
    Howard A. Lipson               58,489,315                  77,894                0
    Thomas R. Wall, IV             58,489,515                  77,694                0
</TABLE>

    The adoption of the amendment to the AMF Bowling, Inc. 1998 Stock Incentive
    Plan was approved by the shareholders with the following vote:



                           VOTES                                   BROKER
        VOTES FOR         AGAINST            ABSTENTIONS          NON-VOTES
        ---------         -------           ------------          ---------
       58,228,436         318,088               20,685                0

    The appointment of Arthur Andersen LLP as AMF Bowling's independent public
    accountants to audit the consolidated financial statements of AMF Bowling
    for the fiscal year 1999 was ratified by its shareholders with the following
    vote:


                           VOTES                                   BROKER
        VOTES FOR         AGAINST            ABSTENTIONS          NON-VOTES
        ---------         -------           ------------          ---------
       58,530,645          24,704              11,860                 0

(d)     Not applicable.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS
        10.1  Employment Agreement, dated as of April 28, 1999, between AMF
              Bowling, Inc. and Roland Smith.
        10.2  Stock Option Agreement, dated as of April 28, 1999, between AMF
              Bowling, Inc. and Roland Smith.
        27.1  Financial Data Schedule for the three months ended March 31, 1999.
(b)     REPORTS ON FORM 8-K:

              None.


<PAGE>



SIGNATURES

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

AMF Bowling, Inc.
(Registrant)


 /s/ Stephen E. Hare                                             May 14, 1999
--------------------
Stephen E. Hare
Executive Vice President,
Chief Financial Officer and Treasurer


 /s/ Michael P. Bardaro                                          May 14, 1999
------------------------
Michael P. Bardaro
Senior Vice President, Corporate Controller
and Assistant Secretary
(Principal Accounting Officer)