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: 1-14181

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

                     DELAWARE                         76-0562800
       (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)

                                THREE RIVERWAY
                                  SUITE 200
                             HOUSTON, TEXAS 77056
             (Address of Principal Executive offices) (Zip Code)

      Registrant's telephone number, including area code: (713) 332-2500


      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 [ ]

      The number of shares outstanding of the registrant's common stock, as of
May 13, 1999, was 17,727,815.
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

                                    INDEX


PART I. - FINANCIAL INFORMATION                                           PAGE
                                                                          ----
Item 1.  Financial Statements

Consolidated  Balance Sheets of Transportation  Components,  Inc. at 
 March 31, 1999 (Unaudited) and December 31, 1998........................    3
Unaudited Consolidated Statements of Operations of Transportation  
 Components, Inc. for the three months ended March 31, 1999 and March 
 31, 1998................................................................    4
Unaudited Consolidated Statements of Cash Flows of Transportation  
 Components, Inc. for the three months ended March 31, 1999 and March
 31, 1998................................................................    5
Notes to Unaudited Consolidated Financial Statements.....................    6

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations............................................    9


PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings...............................................   15
Item 6.  Exhibits and Reports on Form 8-K................................   15
Signature................................................................   16

                                      -2-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

                        CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                MARCH 31,   DECEMBER 31,
                           ASSETS                                 1999         1998
                                                               ---------    ---------
<S>                                                            <C>          <C>      
Current assets:                                               (UNAUDITED)    (NOTE 1)
                                                              
    Cash and cash equivalents ..............................   $   2,693    $   4,090
    Accounts receivable, net of allowance for bad debts of
$1,988 and $1,978 ..........................................      41,265       38,474
    Receivables from related parties .......................          82           92
    Notes receivable, current ..............................         948          962
    Inventories ............................................      73,204       71,354
    Prepaid expenses and other .............................       1,711        2,027
    Deferred tax asset .....................................       3,317        3,439
                                                               ---------    ---------
         Total current assets ..............................     123,220      120,438

Property and equipment, net ................................      12,581       12,604
Notes receivable, net ......................................       1,731        1,854
Notes receivable from related parties ......................         831          822
Goodwill, net ..............................................      81,546       81,832

Other assets ...............................................       1,210        1,355
                                                               ---------    ---------
         Total assets ......................................   $ 221,119    $ 218,905
                                                               =========    =========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses ..................   $  43,179    $  41,342
    Payables to related parties ............................       1,774        1,764
    Current portion of long-term debt ......................       1,582        1,651

    Other current liablities ...............................         365          237
                                                               ---------    ---------

         Total current liablities ..........................      46,900       44,994

Long-term debt, less current portion .......................      57,040       59,091
Deferred tax liability .....................................       3,224        2,875

Payables to related parties ................................      14,077       14,068
                                                               ---------    ---------

         Total liablities ..................................     121,241      121,028
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $0.01 par, 5,000,000 shares authorized,
      none issued ..........................................        --           --
    Common stock, $0.01 par, 102,000,000 shares authorized,
      17,727,815 shares outstanding ........................         177          177
    Additional paid-in capital .............................     102,393      102,414

    Retained deficit .......................................      (2,692)      (4,714)
                                                               ---------    ---------

         Total stockholders' equity ........................      99,878       97,877
                                                               ---------    ---------

         Total liabilities and stockholders' equity ........   $ 221,119    $ 218,905
                                                               =========    =========
</TABLE>

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

                                      -3-
<PAGE>
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31, 
                                                             1999           1998
                                                       ------------    ------------
<S>                                                    <C>             <C>       
Revenues ...........................................   $     78,242    $       --

Cost of sales ......................................         53,763            --
                                                       ------------    ------------
    Gross profit ...................................         24,479            --


Selling, general and administrative expenses .......         19,831           4,850
                                                       ------------    ------------

Income (loss) from operations ......................          4,648          (4,850)

Other income (expense):
    Interest expense ...............................         (1,248)           --

    Other income, net ..............................            228            --
                                                       ------------    ------------
Income (loss) before income taxes ..................          3,628          (4,850)

Provision for income taxes .........................          1,668            --
                                                       ------------    ------------
Net income (loss) ..................................   $      1,960    $     (4,850)
                                                       ============    ============




Income (loss) per share - Basic ....................   $       0.11    $      (1.48)
                                                       ============    ============


Income (loss) per share - Diluted ..................   $       0.11    $      (1.48)
                                                       ============    ============

Number of shares used in the per share calculations:

    Basic ..........................................     17,727,815       3,269,217
    Diluted ........................................     19,328,648       3,269,217
                                                       ============    ============
</TABLE>

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

                                      -4-
<PAGE>
               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

                                                          THREE MONTHS ENDED
                                                                MARCH 31,
                                                       -------------------------
                                                           1999            1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ................................       $ 1,960        $(4,850)
Adjustments to reconcile net income
    (loss) to net cash provided by
    operating
      activities:
    Depreciation and amortization ................         1,227           --
    Provision for bad debts ......................           136           --
    Gain on sale of assets .......................            12           --
    Compensation expense related to
    issuance of common stock to
    management and consultants ...................          --            4,850
Changes in operating assets and
    liabilities:
    Accounts receivable and notes
     receivable ..................................        (2,522)          --
    Inventories ..................................        (1,804)          --
    Other assets .................................           139         (2,631)
    Accounts payable and accrued
     expenses ....................................         2,208          2,631
                                                         -------        -------
        Net cash  provided by operating
     activities ..................................         1,356           --
                                                         -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and
     equipment ...................................          (727)          --

    Other ........................................           110           --
                                                         -------        -------
        Net cash used in investing
     activities ..................................          (617)          --
                                                         -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:

    Net repayments of long term debt .............        (2,141)          --
    Proceeds from issuance of common
     stock, net of offering costs ................          --                7
                                                         -------        -------
        Net cash (used in)  provided by
     financing activities ........................        (2,141)             7
                                                         -------        -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..........             5           --
                                                         -------        -------
Net increase (decrease) in cash and
 cash equivalents ................................        (1,397)             7
Cash and cash equivalents, beginning
 of period .......................................         4,090              5
                                                         -------        -------
Cash and cash equivalents, end of
 period...........................................       $  2,693       $    12
                                                         =======        =======


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

                                      -5-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.    ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

      Transportation Components, Inc., a Delaware corporation also known as
TransCom USA ("TransCom", and collectively with its subsidiaries, the
"Company"), was founded in October 1997 to become a leading national distributor
of replacement parts and supplies for commercial trucks, trailers and other
heavy duty vehicles and equipment. Prior to its initial public offering (the
"IPO"), TransCom had not conducted any operations. Concurrent with the
consummation of its IPO on June 24, 1998, TransCom acquired nine companies (the
"Founding Partner Companies") in separate merger transactions. After the IPO,
TransCom acquired an additional nine companies (the "Purchased Companies") in
the third and fourth quarters of 1998.

BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presenation have been included. All significant intercompany transactions and
balances have been eliminated. Operating results for the three months ended
March 31, 1999 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1999.

      The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

      For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1998.

USE OF ESTIMATES AND ASSUMPTIONS

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect (i) the reported amounts of assets and liabilities, (ii)
the disclosure of contingent assets and liabilities known to exist as of the
date of the financial statements are published and (iii) the reported amount of
revenues and expenses recognized during the periods presented. Uncertainties
with respect to such estimates and assumptions are inherent in the preparation
of financial statements. The Company regularly reviews all significant estimates
affecting its consolidated financial statements. Adjustments made with respect
to the use of estimates often relate to improved information not previously
available. The accompanying consolidated balance sheets include preliminary
allocations of the respective purchase price paid for the companies acquired
using the "purchase" method of accounting and, accordingly, is subject to final
adjustment.

                                      -6-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.    EARNINGS (LOSS) PER SHARE

      The following table sets forth the computation of basic and diluted
earnings (loss) per share for the periods indicated (in thousands, except for
share and per share data):

                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                        1999            1998
                                                    -----------     -----------
   NET INCOME (LOSS)
                                                 
      Net income (loss) .......................     $     1,960     $    (4,850)
      Add interest on 5% convertible debt
      (assumed converted), net of federal
      income tax effect .......................             116            --
                                                    -----------     -----------
      Adjusted net income (loss) ..............     $     2,076     $    (4,850)
                                                    ===========     ===========

BASIC
      Basic weighted average shares ...........      17,727,815       3,269,217
                                                    ===========     ===========

DILUTED
      Basic weighted average shares ...........      17,727,815       3,269,217
      Effect on Dilutive securities
          Options .............................           1,195            --
          Warrants ............................            --              --

          Convertible debt ....................       1,599,638            --
                                                    -----------     -----------

      Diluted weighted average shares .........      19,328,648       3,269,217
                                                    ===========     ===========

NET INCOME (LOSS) PER SHARE

      Basic ...................................     $      0.11     $     (1.48)
                                                    ===========     ===========
      Diluted .................................     $      0.11     $     (1.48)
                                                    ===========     ===========

3.    LONG TERM OBLIGATIONS

      Long-term debt obligations consist of the following (in thousands):

                                                   MARCH 31,   DECEMBER 31,
                                                     1999          1998
                                                 -----------   ----------
   Revolving credit facility....................   $54,500       $56,300
   Notes payable to a financial institution.....     3,742         4,024
   Other........................................       380           418
                                                 ----------    ----------
   Total long-term debt.........................    58,622        60,742
   Less:  current portion.......................    (1,582)       (1,651)
                                                 ----------    ----------
                                                   $57,040       $59,091
                                                 ==========    ==========


                                      -7-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

4.    COMPREHENSIVE INCOME

      In 1998, the Company adopted Statement of Financial Accounting Standard
(SFAS) No. 130, "Reporting Comprehensive Income", which requires companies to
display comprehensive income and its components in the financial statements.
Comprehensive income, which encompasses net income (loss) and currency
translation adjustments, is as follows:

                                                     THREE MONTHS ENDED
                                                           MARCH 31,
                                                     ------------------- 
                                                        1999      1998
                                                      -------   -------
       Net  income  (loss)  attributable  to common
       stockholders ...............................   $ 1,960   $(4,850)

       Currency translation adjustments ...........        62      --
                                                      -------   -------
       Comprehensive income (loss) ................   $ 2,022   $(4,850)
                                                      =======   =======


5.    SEGMENT INFORMATION

      TransCom classifies its business into two reportable segments based on
geographic areas: "Domestic" (revenues generated from customers for use within
the United States) and "International" (revenues generated from customers for
use outside the United States - Canada, Mexico, South America, Central America,
Australia, New Zealand, Europe and Asia). All international operations have been
aggregated into one reportable segment because their operations are similar in
the nature of the product and production process, type of customer, and
distribution method. Operating income by segment is calculated using direct cost
of goods and services, direct selling, general and administration expenses, and
allocating general office expenses based on segment revenues.

      Information as to the operations of TransCom's reportable segments is as
follows (in thousands):

THREE MONTHS ENDED MARCH 31, 1999     DOMESTIC INTERNATIONAL INTERSEGMENT  TOTAL

Revenues ..........................    $70,151    $ 8,155    $   (64)    $78,242
                                       =======    =======    =======     =======
Operating income ..................      3,915        753        (20)      4,648
                                       =======    =======    =======     =======

Identifiable assets ...............        185         36                    221
                                       =======    =======                =======

Depreciation and amortization
expense ...........................      1,054        173                  1,227
                                       =======    =======                =======

Capital expenditures ..............        638         85                    727
                                       =======    =======                =======


      Information as to TransCom's operations in different  geographical areas
is as follows (in thousands):
<TABLE>
<CAPTION>
                                     UNITED                           ALL OTHER                          
                                     STATES      MEXICO     CANADA   INTERNATIONAL(1)  TOTAL
THREE MONTHS ENDED MARCH 31, 1999    -------    -------     ------   -------------   ------------
<S>                                  <C>        <C>         <C>          <C>          <C>    
Revenues..........................   $70,151    $ 4,544     $2,628       $919         $78,242
Long-lived assets.................    77,087     11,385      9,427         --          97,899
</TABLE>
----------------------
(1)  Includes South America, Central America, Australia, Europe and Asia.

                                      -8-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

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

      THIS REPORT ON FORM 10-Q CONTAINS SOME "FORWARD-LOOKING STATEMENTS" WHICH
GIVE THE COMPANY'S CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. SUCH
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMS SUCH AS
"BELIEVES," "EXPECTS," "MAY," "ESTIMATES," "WILL," "SHOULD," "PLANS" OR
"ANTICIPATES" OR OTHER SIMILAR WORDS IN ANY DISCUSSION OF FUTURE OPERATING OR
FINANCIAL PERFORMANCE. SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES, AND ACTUAL
RESULTS MAY VARY MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AS A
RESULT OF ANY NUMBER OF FACTORS, MOST OF WHICH ARE BEYOND THE CONTROL OF
MANAGEMENT. IN PARTICULAR, THE COMPANY HAS IDENTIFIED SPECIFIC RISKS AND
UNCERTAINTIES RELATED TO THE COMPANY'S BUSINESS UNDER "ITEM 1. BUSINESS - RICK
FACTORS" ON PAGE 9 OF THE COMPANY'S ANNUAL REPORT OR FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1998. NO ASSURANCE CAN BE GIVEN THAT THESE ARE ALL OF THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO VARY MATERIALLY FROM THE
FORWARD-LOOKING statements. THIS DISCUSSION IS PROVIDED AS PERMITTED BY THE
PRIVATE LITIGATION SECURITIES LITIGATION REFORM ACT OF 1995.

      The following discussion and analysis should be read in conjunction with
the Company's consolidated financial statements and the notes thereto in this
Report, and the Company's audited consolidated financial statements contained in
the Form 10-K for the year ended December 31, 1998. Any capitalized terms used
but not defined in this Item have the same meaning given to them in the Form
10-K.

OVERVIEW AND SIGNIFICANT DEVELOPMENTS

      The following discussion is based upon the historical consolidated
financial information for the Company, which includes the operations of the nine
original companies (the "Founding Partner Companies") from the date of their
acquisition on June 24, 1998, and of the nine subsequent acquisitions (the
"Purchased Companies") from their respective acquisition dates in the third and
fourth quarters of 1998.

      RESULTS OF OPERATIONS. During the quarter ended March 31, 1999, the
Company had net income of $2.0 million, or $0.11 per diluted share, compared to
a net loss of $4.9 million, or $(1.48) per diluted share, for the first quarter
of 1998.

      The results for the three months ended March 31, 1998 include a
non-recurring, non-cash compensation charge of $4.9 million related to common
stock issued to the Company's management and consultants to the Company.

      The Company's revenues in the first quarter of 1999 were $78.2 million.
Approximately $56 million of these revenues were contributed by the Founding
Partner Companies with the remaining approximately $22 million of revenues being
contributed by the Purchased Companies.

      OTHER EVENTS. During 1998, one of the Founding Partner Companies recorded
approximately $13 million of revenues from sales of parts, equipment and
services to two major oilfield service companies. As a result of the overall
slowdown in the oilfield services industry, the Company expects sales to these
two companies in 1999 to decline significantly from 1998 levels, especially
after the first quarter of 1999.

      OPERATING STRATEGY. The Company has shifted its focus in the near term
from aggressive acquisition growth to integrating its existing 18 companies. In
the near future, the Company will concentrate on:

      o      INCREASING PURCHASING SYNERGIES. The Company expects to realize
      significant cost savings through purchasing economies of scale. The
      Company is in the process of implementing product line commonality among
      its 18 companies that will increase volume to selected vendors. The

                                      -9-
<PAGE>
      increased volume generated from the Company's size and common vendors will
      provide greater purchasing discounts for the Company. The purchasing
      synergies began to be material in the fourth quarter of 1998, and are
      expected to increase in significance throughout 1999.

      o      ACHIEVING GEOGRAPHIC AND COMPANY-WIDE OPERATING EFFICIENCIES. The
      Company believes that its geographic concentrations in California and
      Florida will enable the Company to achieve operating efficiencies within
      these geographic areas. Other efficiencies will benefit the entire
      Company. These efficiencies include:

            o     The ability to provide greater product availability, decrease
                  duplicative inventory, and develop distribution efficiencies
                  within a region.

            o     The opportunity to cross-sell products and services to the
                  customers of its companies within each region.

            o     The opportunity to be a single-source, preferred provider for
                  replacement parts and installation and repair services for
                  national and regional fleet services.

            o     The opportunity to identify those "best practices" that can
                  be successfully implemented throughout the Company's
                  operations.

            o     The opportunity to identify those "best practices" that can
                  be successfully implemented throughout the Company's
                  operations.

      o      INSTALLING COMPANY-WIDE INFORMATION TECHNOLOGY SYSTEMS. The Company
      is planning to install common operating and financial systems among the
      operating facilities over the next 18 months. These systems are described
      in more detail below under "Information Technology Systems and Year 2000
      Strategy." These systems are expected to provide timely, accurate and
      uniform information to the Company's management which will enable the
      Company to provide better service to its customers and operate more
      efficiently with a lower cost structure. While management estimates that
      it will take approximately 18 months to fully implement these systems
      throughout the Company, the Company expects to begin realizing some
      benefits from these in the second half of 1999.

      o      CENTRALIZING APPROPRIATE ADMINISTRATIVE FUNCTIONS. The Company is
      working to realize cost savings by consolidating administrative functions
      such as purchasing, financing, insurance, risk management, employee
      benefits, marketing, accounts receivable and accounts payable. While the
      consolidation of financing and insurance has already been substantially
      implemented, the consolidation of the other areas is in various stages of
      being implemented.

      o      OPERATING ON A DECENTRALIZED BASIS. The Company presently manages
      its 18 companies on a decentralized basis, with local management retaining
      primary responsibility for day-to-day operations, profitability and growth
      of the business. The Company believes that, while maintaining strong
      operating and financial controls, a decentralized structure helps to
      retain the entrepreneurial spirit in the companies and allows the Company
      to capitalize on the considerable local market knowledge, goodwill, name
      recognition and customer relationships possessed by each of the companies.

                                      -10-
<PAGE>
GENERAL

      On June 24, 1998, TransCom consummated its initial public offering ("IPO")
and the mergers (the "Mergers") of nine companies (the "Founding Partner
Companies"). After the IPO, TransCom acquired an additional nine companies (the
"Purchased Companies") in separate merger transactions. TransCom, the Founding
Partner Companies and the Purchased Companies are hereinafter referred to as the
Company.

      From October 1997 through March 1998, the Company sold an aggregate of
1,106,829 shares of Common Stock to management, directors and certain
consultants of the Company for $0.01 per share. As a result, the Company
recorded a non-recurring, non-cash compensation charge of $3.1 million and $4.9
million during 1997 and the first quarter of 1998, respectively, representing
the difference between the amount paid for the shares and the estimated fair
value of the shares on the date of the sale.

      The Mergers were accounted for using the purchase method of accounting.
Accordingly, the excess of the fair value of the Merger consideration paid of
$82.9 million over the fair value of the net assets acquired by TransCom from
the Founding Partner Companies and Purchased Companies was recorded as
"goodwill". The accompanying consolidated balance sheets include preliminary
allocations of the respective purchase price paid for the companies acquired
using the "purchase" method of accounting and, accordingly, is subject to final
adjustment. The goodwill will be amortized over its estimated useful life of 40
years as a non-cash charge to operating income, which is not deductible for tax
purposes.

RESULTS OF OPERATIONS--COMBINED
<TABLE>
<CAPTION>
                                                 THREE  MONTHS ENDED MARCH 31
                                          -----------------------------------------   
                                             1999          %          1998     %
                                          --------    --------     --------  ------
                                             (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                                       <C>            <C>       <C>           
Revenues ..............................   $ 78,242       100.0     $   --      --

Cost of sales .........................     53,673        68.7         --      --
                                          --------    --------     --------  ------
    Gross profit ......................     24,479        31.3         --      --

Selling, general and administrative ...     19,831        25.4        4,850    --
                                          --------    --------     --------  ------
    Income (loss) from operations .....      4,648         5.9       (4,850)
Interest expense ......................     (1,248)       (1.6)        --      --

Other income ..........................        228          .3         --      --
                                          --------    --------     --------  ------

    Income (loss) before income taxes .   $  3,628         4.6     $ (4,850)   --
                                          ========    ========     ========  ======
</TABLE>

RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1998

      The Company was formed in October 1997 and had no operations prior to the
IPO in June 1998, other than non-cash compensation charges and other start-up
expenses. Accordingly, the results of operations for the three months ended
March 31, 1999 are not comparable in any respect to the results of operations
for the three months ended March 31, 1998.

      REVENUES. There were no revenues during the three months ended March 31,
1998 compared to $78.2 million of revenues for the three months ended March 31,
1999. All of the 1999 revenues are from the Founding Partner Companies which
were acquired as of June 24, 1998, and the Purchased Companies which were
acquired in the second half of 1998.

      GROSS PROFIT. There was no gross profit for the three months ended March
31, 1998 compared to $24.5 million of gross profit for the three months ended
March 31, 1999. All of the 1999 gross profit is 

                                      -11-
<PAGE>
associated with the Founding Partner Companies which were acquired as of June
24, 1998, and the Purchased Companies which were acquired in the second half of
1998.

      SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $14.9 million from $4.9 million for the three months ended
March 31, 1998 to $19.8 million for the three months ended March 31, 1999.
Approximately $18.1 million of the increase is associated with the operations of
the Founding Partner Companies which were acquired as of June 24, 1998, and the
Purchased Companies which were acquired in the second half of 1998. The
Company's establishment as a public company in 1998 resulted in approximately
$1.2 million of general office and management expenses in 1999 whereas no such
corporate expenses are reflected in 1998 since the Company was not yet public.
Amortization of goodwill accounted for $.5 million of the increase. The
non-recurring, non-cash compensation charges of $4.9 million during the first
quarter of 1998 is related to common stock issued to the Company's management
and consultants to the Company.

      INTEREST EXPENSE. There was no interest expense for the three months ended
March 31, 1998 compared to $1.2 million of interest expense for the three months
ended March 31, 1999. The 1999 interest expense is associated with the
consideration paid and debt assumed in connection with the acquisition of the
Founding Partner Companies and the Purchased Companies, and debt incurred to
provide general working capital.

      OTHER INCOME. Other income was $.2 million for the three months ended
March 31, 1999. Other income in 1999 includes $62,000 of interest income and
$107,000 from gains on foreign currency translation and transaction adjustments
associated with the Company's operations in Mexico.

LIQUIDITY AND CAPITAL RESOURCES

      The Company generated $1.4 million in net cash from operating activities
in the three months ended March 31, 1999. Net cash used for investing activities
was $.6 million for the three months ended March 31, 1999, primarily relating to
the purchase of information technology and vehicles. Net cash used for financing
activities was $2.1 million for the year ended March 31, 1999. The cash used for
financing activities in 1999 consisted primarily of $1.8 million of repayments
on the Company's line of credit and $.3 million of repayments of debt acquired
with the acquisition of the Founding Partner Companies and the Purchased
Companies. At March 31, 1999, the Company had cash of $2.7 million, working
capital of $76.3 million and total debt of $74.5 million.

      The Company anticipates that over the near term, its cash flow from
operations will provide cash in excess of the Company's normal working capital
needs. Planned capital expenditures for equipment are expected to be funded from
cash flow from operations and supplemented as necessary by borrowings from the
Company's line of credit or other sources of financing.

      The Company will require additional capital to fund any future
acquisitions. At this time, the Company does not plan to grow through
acquisitions in the near term unless the market price of the Company's common
stock rises to levels that will make acquisitions, using the Company's common
stock as consideration, accretive to the Company's earnings or the Company
generates excess cash flow. The Company also may pursue additional equity or
debt financing to fund future acquisitions, although there can be no assurances
that additional financing would be available on terms attractive to the Company.

INFORMATION TECHNOLOGY SYSTEMS AND YEAR 2000 STRATEGY

      IMPLEMENTATION OF NEW INFORMATION TECHNOLOGY SYSTEMS. Each of the TransCom
companies currently has separate information technology systems that use a
variety of software and computer systems 

                                      -12-
<PAGE>
for operations and accounting. Over the next 18 months, however, TransCom plans
to install common information technology systems among all of its companies to
track and manage inventory and provide financial reporting. The information
systems to be installed will include the following:

       o    An advanced management information system from Karmak, Inc. that
            has been specifically designed for the heavy duty parts industry.
            This operating system is presently used at 33 of the Company's
            branch locations and will be used to purchase, monitor and allocate
            inventory on a real-time basis throughout the Company's branch
            locations.

       o    A financial reporting system from ROSS Systems, Inc. which will
            centralize the financial reporting of all of the TransCom
            operations, and provide more timely and more detailed financial
            information to management.

       o    An interface to be developed between the Karmak management
            information system and the ROSS financial system which will greatly
            enhance the utility of both systems and provide an integrated system
            for management's use.

       o    A common wide area network that will connect all of the Company's
            branch locations.

       o    An Oracle data warehouse which will collect valuable sales/margin
            and customer information from all of the Company's operations.

      These systems will be implemented as quickly as possible, but are not
expected to be fully operational at all of the Company's locations until the
second half of 2000. Management expects to start realizing some of the benefits
from these systems in the second half of 1999. The total expenditures for the
new information systems are estimated at $4.0 million. Funding for these
expenditures will come from operating cash flows and borrowings under the
Company's Credit Facility as necessary.

      EXPECTED  BENEFITS  OF  NEW  INFORMATION   TECHNOLOGY   SYSTEMS.   Once
implemented,  the new information  technology systems are expected to provide
the following benefits to the Company:

       o    An integrated system which will automate the sales, purchasing,
            inventory management, accounts receivable and payable, and financial
            reporting processes of the Company.

       o    The capability for Electronic Data Interchange with vendors and
            customers that will further reduce costs for both the vendors and
            TransCom.

       o    Help the Company increase service capabilities to customers, manage
            inventory more efficiency and reduce administrative costs.

       o    Provide the Company with the necessary technology infrastructure to
            fully integrate its operations and position the Company for future
            growth.

      YEAR 2000 STRATEGY. Both the Karmak management information system and the
ROSS financial system have been certified by the vendors as being Year 2000
compliant. The Company has evaluated its existing operating and financial
systems for Year 2000 compliance and has found that most of its branch locations
will need to take some actions to be Year 2000 compliant. For a number of the
locations, the Company will need to implement the new systems to make such
locations Year 2000 compliant. Accordingly, the implementation schedule for the
new systems will be partially based on the need to bring 

                                      -13-
<PAGE>
certain locations into Year 2000 compliance. The Company believes that all of
its locations will be Year 2000 compliant by the end of 1999.

      The Company is in the preliminary stages of assessing the Year 2000
compliance of its non-information technology systems, such as telephone systems,
and the extent to which the Company's suppliers are Year 2000 compliant. The
Company does not believe that the Year 2000 compliance of its customers will
have any material effect on the Company. The Company expects to complete this
assessment by the end of the second quarter of 1999 and then develop and
implement any necessary plans to address deficiencies. Finally, the Company is
in the preliminary stages of developing a contingency plan for disruptions
caused by Year 2000 issues, and plans to finish such plan by the end of the
third quarter of 1999.

      Since the Company is substantially replacing its information technology
systems, the Company does not believe that it can segregate the portion of its
overall $4.0 million technology systems budget that is directly attributable to
Year 2000 compliance measures. This assessment of costs, however, may change as
the Company continues its assessment of the Year 2000 issues facing the Company.

      The Company faces significant risks in implementing its company-wide
information systems as well as developing and implementing a Year 2000 strategy.
There can be no assurance that the Company will be able to coordinate and
integrate the information systems economically or that the Company will not
experience delays, disruptions and unanticipated expenses in doing so. There can
also be no assurances that the Company will successfully develop and implement a
Year 2000 plan. Furthermore, any future acquisitions will further complicate the
Company's ability to implement its company-wide information systems and its Year
2000 strategy. Any failure with respect to such implementation could have a
material adverse effect on the Company's business, financial condition and
results of operations.

      The Company is developing a comprehensive contingency plan to address Year
2000 issues with respect to the Company's internal information technology
systems and those of its customers, vendors and other third parties. The
Company's contingency plans will include the use of vendors and other third
parties that are Year 2000 compliant and the use of alternative data processing
systems or temporary manual information systems as necessary. The contingency
plan is expected to be completed and approved by management within the next
three months.

FOREIGN CURRENCY FLUCTUATIONS

      A portion of the Company's consolidated revenues are billed and collected
in Mexican pesos and Canadian dollars. Additionally, substantially all of the
operating expenses related to foreign locations are incurred in a foreign
currency. Consequently, the Company's reported financial results are affected by
fluctuation of foreign currencies against the U.S. dollar. The Company
periodically performs foreign currency hedging to reduce its foreign currency
transaction exposures.

SEASONALITY

      Weather extremes cause increased parts wear and breakdowns of trucks and
trailers; however, extreme weather, particularly during winter months, could
inhibit general business activity. These seasonal trends may cause fluctuations
in the Company's earnings. Additionally, quarterly results may be materially
affected by the timing of acquisitions, variations in the margins of products
sold and services performed during any particular quarter, the timing and
magnitude of acquisition assimilation projects and regional economic conditions.
Accordingly, the Company's operating results in any particular quarter may not
be indicative of the results that can be expected for any other quarter or for
the entire year.


                                      -14-
<PAGE>
                         PART II. OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

      The Company is not a party to any litigation that management considers to
be of a material nature.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            A.    EXHIBITS:

                  10.1        Amendment No. 1 dated March 31, 1999 to the
                              Credit Agreement with The First National Bank of
                              Chicago, as agent and the Lenders party thereto.

                  27.1        Financial Data Schedule

            B.    REPORTS ON FORM 8-K:

                  None

                                      -15-
<PAGE>
                                  SIGNATURE


      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, who has signed this report on behalf of
the Registrant and as the principal financial officer of the Registrant.


                                     TRANSPORTATION COMPONENTS, INC.




                                     By:         /s/ MAC MCCONNELL
                                            Mac McConnell, Senior Vice President
Date:  May 14, 1999                         and Chief Financial Officer



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