<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES
         AND EXCHANGE ACT OF 1934.

         For the quarterly period ended June 30, 1998.
                                        -------------
                                       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: 016441

                               CODE - ALARM, INC.
             ----------------------------------------------------- 
             (Exact name of registrant as specified in its charter)

                                    MICHIGAN
                         -------------------------------
                         (State or other jurisdiction of
                         incorporation or organization)


                                   38-2334698
                               -------------------
                                (I.R.S. Employer
                               Identification No.)

      950 EAST WHITCOMB, MADISON HEIGHTS, MICHIGAN                48071
      --------------------------------------------------------------------    
        (Address of principal executive offices)               (Zip Code)
 
       (Registrant's telephone number, including area code): 248-583-9620
                                                             ------------  

         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 registrants common stock, 
without par value, as of August 14, 1998 is 2,320,861.




<PAGE>   2
                                      INDEX

<TABLE>
<CAPTION>

                                                                                        Page No.
                                                                                        --------
<S>                                                                                       <C>
Part I. - Financial Information

         Consolidated Condensed Balance Sheets -
              As of June 30, 1998 (Unaudited) and December 31, 1997                        3

         Consolidated Condensed Statements of Operations (Unaudited) -
              Three months ended June 30, 1998 and 1997, and six months                    4
             ended June 30, 1998 and 1997

         Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Six months ended June 30, 1998 and 1997                                     5

         Notes to Consolidated Condensed Financial Statements
                                                                                           6

         Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                          7

Part II.  -  Other Information
                                                                                           9
</TABLE>



                                       2

<PAGE>   3

                         PART 1 - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                                CODE-ALARM, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                          June 30,
                                                                                            1998       December 31,
 ASSETS                                                                                 (Unaudited)         1997
                                                                                       -------------   ------------
<S>                                                                                     <C>              <C>     
Cash and  cash equivalents                                                              $     52         $     36
Accounts receivable, less allowance for doubtful accounts
      (June 30, 1998 and December 31, 1997, of $1,514 and $1,073, respectively)            5,957            5,615
Inventories                                                                                4,417            4,291
Refundable income taxes                                                                      950              950
Other                                                                                        580              503
                                                                                        --------         --------
              Total current assets                                                        11,956           11,395

Property and equipment, net of accumulated depreciation                                    2,396            2,444
Excess of cost over net assets acquired, net                                                 307              320
Other intangibles, net                                                                       218              424
Other                                                                                      1,338            1,479
                                                                                        --------         --------
              Total assets                                                              $ 16,215         $ 16,062
                                                                                        ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Accounts payable                                                                        $  5,217         $  5,545
Accrued expenses                                                                           2,169            2,040
Current portion of long-term debt                                                          1,731              797
                                                                                        --------         --------
              Total current liabilities                                                    9,117            8,382

Long-term debt                                                                            16,881            6,574
Reserve for litigation                                                                                     10,000
                                                                                        --------         --------
              Total liabilities                                                           25,998           24,956

Redeemable preferred stock                                                                 7,000            7,000

Shareholders' equity (deficit):
      Common stock                                                                        12,213           12,213
      Additional paid in capital                                                           4,179            4,179
      (Accumulated deficit)                                                              (33,175)         (32,286)
                                                                                        --------         --------
              Total shareholders' equity (deficit)                                       (16,783)         (15,894)
                                                                                        --------         --------
              Total liabilities and shareholders' equity (deficit)                      $ 16,215         $ 16,062
                                                                                        ========         ========
</TABLE>


See accompanying notes to consolidated condensed financial statements.

                                        3



<PAGE>   4
                                CODE-ALARM, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>

                                                  Three Months Ended June 30          Six Months Ended June 30
                                                 -----------------------------      -----------------------------
                                                     1998            1997               1998            1997
                                                 -------------   -------------      -------------   -------------
<S>                                                 <C>              <C>             <C>              <C>     
Net sales                                           $ 10,581         $ 12,639        $ 24,407         $ 28,414
Cost of sales                                          7,109            7,820          15,925           17,563
                                                    --------         --------        --------         --------

Gross profit                                           3,472            4,819           8,482           10,851

Operating expenses:
      Sales and marketing                              1,640            1,757           3,476            4,001
      Engineering                                        422              420             818              846
      General and administrative                       1,219            1,371           2,715            3,791
      Impairment of goodwill                                                                               373
                                                    --------         --------        --------         --------
                                                       3,281            3,548           7,009            9,011
                                                    --------         --------        --------         --------

Income from operations                                   191            1,271           1,473            1,840
Other expense:
      Interest expense                                   475              376             913              712
      Other - net                                      1,020              609           1,099              729
                                                    --------         --------        --------         --------
                                                       1,495              985           2,012            1,441
                                                    --------         --------        --------         --------

Income (loss) before income taxes                     (1,304)             286            (539)             399
Income taxes
                                                    --------         --------        --------         --------

Net income (loss)                                     (1,304)             286            (539)             399
Preferred stock dividends                                175                              350
                                                    --------         --------        --------         --------
Net income (loss) applicable to common stock        $ (1,479)        $    286        $   (889)        $    399
                                                    ========         ========        ========         ========
Basic earnings (loss) per share                     $  (0.64)        $   0.12        $  (0.38)        $   0.17
                                                    ========         ========        ========         ========
Weighted average common
      shares outstanding                               2,321            2,321           2,321            2,321
                                                    ========         ========        ========         ========
Diluted earnings (loss) per share                   $  (0.64)        $   0.12        $  (0.38)        $   0.17
                                                    ========         ========        ========         ========
Weighted average common and dilutive
      shares outstanding                               2,321            2,321           2,321            2,321
                                                    ========         ========        ========         ========


</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       4

<PAGE>   5
                                CODE-ALARM, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                        Six Months Ended June 30
                                                                                -------------------------------------
                                                                                     1998                  1997
                                                                                ----------------     ----------------
<S>                                                                                <C>                    <C>          
Cash flows from operating activities (Note 4)                                      $(10,448)              $ (5,063)    
                                                                                                                       
Cash flows from investing activities:                                                                                  
     Capital expenditures                                                              (449)                  (155)    
                                                                                                                       
Cash flows from financing activities:                                                                                  
     Issuance of term note                                                           10,000                            
     Payments on term notes and capitalized lease obligations                          (706)                  (136)    
     Net advances (paydowns) on revolving line of credit                              1,947                  5,479     
     Preferred stock dividends paid                                                    (328)                           
                                                                                   --------               --------     
                                                                                                                       
Net increase in cash and cash equivalents                                                16                    125     
                                                                                                                       
Cash and cash equivalents, beginning of period                                           36                     45     
                                                                                   --------               --------     
                                                                                                                       
Cash and cash equivalents, end of period                                           $     52               $    170     
                                                                                   ========               ========     
                                                                                                                       
                                                                                                                       
Supplemental disclosures of cash flow information: 

Cash paid during the six month period for:                                                                                      
          Interest                                                                 $    467               $  1,200     
                                                                                   ========               ========     
          Income taxes                                                                                    $     25  
                                                                                   ========               ========     
                                                                                                                       
</TABLE>

See accompanying notes to consolidated condensed financial statements.      


                                       5


<PAGE>   6
                                 CODE-ALARM, INC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   The consolidated condensed interim financial statements reflect all
     adjustments which in the opinion of management are necessary to fairly
     state results for the interim periods presented. All adjustments are of a
     normal and recurring nature, except for the impairment of goodwill of
     $373,000 in the first quarter of 1997 relating to the divestiture of the
     Company's European operations. Results of operations for the interim
     periods presented are not necessarily indicative of results to be
     expected for the fiscal year.

     The Company has been involved in various matters of litigation, including
     those more fully described in "Legal Proceedings" in Part II of this Form
     10Q.

     On January 1, 1998, the Company adopted Financial Accounting Standards
     Board Statement No. 130, "Reporting Comprehensive Income." During the
     periods presented, the Company had no elements of comprehensive income.
     Accordingly, a Statement of Comprehensive Income has not been provided as
     comprehensive income equals net income for all periods presented.

2.   The financial statements include the accounts of the Company and its
     wholly-owned subsidiaries. All significant intercompany accounts and
     transactions have been eliminated.

3. Inventories consist of the following:

<TABLE>
<CAPTION>

                                    June 30, 1998                        
                                     (Unaudited)          December 31,  1997     
                                     -----------          ------------------     
<S>                                     <C>                     <C>             
Raw materials                           $3,740                  $3,425          
Work in process                            513                     680          
Finished goods                             164                     186          
                                        ------                  ------          
                                        $4,417                  $4,291          
                                        ======                  ======          
                                                                              
</TABLE>
                                                          
4.   In July 1997, the Company was found to infringe upon a patent involving a
     shock sensing device, and in March 1998 the Court entered a final amended
     judgment for approximately $9.3 million. The Company recorded a reserve at
     December 31, 1997, in the amount of $10 million to provide for damages and
     other costs. On March 5, 1998, the Company posted a bond with the Court in
     the amount of $9.3 million to permit an appeal of the judgment against the
     Company. The bond was secured by an irrevocable letter of credit provided
     by the Company's senior lender and guaranteed by the holders of the
     Company's Series A-1 Preferred Stock.

     On June 1, 1998, the Company entered into a comprehensive worldwide
     settlement agreement and mutual release with the prevailing party in the
     above judgment, whereby each party released any and all pending claims,
     counterclaims, third-party claims, appeals and cross-appeals against each
     other in exchange for payment of $10 million by the Company. Payment was
     made on June 19, 1998, with proceeds from a term loan provided for under
     the terms of the Company's credit agreement. The payment is reflected in
     the Consolidated Condensed Financial Statement of Cash Flows for the
     period ended June 30, 1998 within "Cash flows from operating activities."
     The holders of Series A-1 Preferred Stock have guaranteed payment of the
     term loan. In return for the above guarantees, the Company issued to
     the holders of its Series A-1 Preferred Stock, warrants to acquire
     7,026,790 shares of the Company's Common Stock. These warrants have an
     average exercise price of $.47 per share and expire in 2004.

     The Company is currently determining the potential financial impact of the
     guarantees on its financial statements, and as of June 30, 1998, no 
     amount has been recorded with respect to these guarantees.

        
                                       6
<PAGE>   7

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


Results of Operations

     The Company's consolidated net sales decreased $4.0 million , or 14.1%, to
     $24.4 million for the six months ended June 30, 1998, as compared to $28.4
     million for the six months ended June 30, 1997. Net sales for the period
     ended June 30, 1997, included sales of $2.5 million from the Company's
     discontinued European operations. Sales from U.S. operations decreased
     5.7% during the six month period ended June 30, 1998 versus the prior year
     period, as pricing competition affected both the domestic retail
     aftermarket and expediter sales, and the economic crisis in the Asian
     markets negatively impacted our direct sales to international dealers.
     Sales to original equipment manufacturers ("OEM") increased by 3.8% during
     the six month period ended June 30, 1998, as compared to the same prior
     year period. Sales for the second quarter ended June 30, 1998, were $10.6
     million compared to $12.6 million for the comparable period of 1997, a
     decrease of 16.3%. In addition to price competition and the weak Asian
     markets, second quarter sales were further impacted by the recent General
     Motors strike and weakness in the South American market.   

     For the six months ended June 30, 1998, consolidated gross profit
     percentage was 34.8% as compared to 38.2% for the comparable six month
     period ended June 30, 1997. The gross profit percentage for the six month
     period ended June 30, 1998, was negatively affected by higher warranty
     costs in the second quarter and by the impact the consolidation of the
     Company's U.S. operations had on the production processes.
        
     Consolidated operating expenses for the first six months of 1998 decreased
     $2.0 million, or 22.2%, to $7 million as compared to $9 million for the
     first six months of 1997. This decrease was primarily due to the
     discontinued European operations and related costs, and the charge for
     impairment of goodwill recorded in the first quarter of 1997.

     As a result of the foregoing, the Company's consolidated operating income
     for six months ended June 30, 1998, was $1.5 million, or 6.0% of sales, as
     compared to $1.8 million, or 6.5% of sales, for the comparable period in
     1997.

     Interest expense was up 28.2% for the six months ended June 30, 1998, as
     compared to the six month period ended June 30, 1997. The increase was
     primarily due to the cost associated with the senior debt refinancing in
     October 1997, and additional borrowings resulting from the $10 million
     judgment and settlement relating to the patent infringement claim.

     Other expense for 1998 includes a settlement amount of $550,000, and
     related defense costs, paid to a distributor of the Company's discontinued
     line of home security equipment, and defense costs relating to the patent
     infringement claim, offset by $1 million in income received by the Company
     from the settlement of patent infringement claims.

     The Company has determined that any income tax benefit resulting from
     current and prior year operating losses is not currently recognizable for
     the six month period ended June 30, 1998.
        
     As a result of the foregoing, the Company recorded a net loss before
     preferred stock dividends for the six months ended June 30, 1998, of
     $539,000, compared to net income of $399,000 for the six months ended June
     30, 1997. Net loss after preferred stock dividends was $889,000, or $.38
     basic and diluted loss per share, versus $399,000, or $.17 basic and
     diluted earning per share.

                                       7

<PAGE>   8

Liquidity and Capital Resources

     The Company's consolidated working capital at June 30, 1998 was $2.8
     million as compared to $3 million at December 31, 1997. The current ratio
     (current assets divided by current liabilities) as of June 30, 1998, is
     1.31 to 1 compared to 1.36 to 1 at December 31, 1997.

     Cash used in operating activities for the six months ended June 30, 1998,
     was $10.4 million, which included payment of the $10 million settlement of
     the patent infringement claim, financed by a term loan provided for
     under the Company's credit agreement. Additional financing by the Company
     was used to finance capital expenditures of $449,000, and short term
     working capital needs.

     The Company amended and restated its credit agreement with  its senior
     lender as of March 4, 1998, and further amended the agreement as of 
     April 8, 1998, in order to allow the Company the right to utilize the
     letter of credit facility for the Detroit Litigation judgment, both the
     initial judgment and for any additional judgment amount, the right
     to draw on the letter of credit and utilize an additional term loan, to
     waive certain defaults (including those that existed at December 31,
     1997), to correct certain disclosures and to modify certain provisions.
     The credit agreement was amended subsequently to provide for the adoption
     of a certain stock option plan, to request funding for the settlement,
     waive certain financial covenant violations and other compliance
     requirements, to correct certain disclosures and to modify certain
     provisions.
        
     On March 5, 1998, the Company posted a bond with the Court in the amount of
     $9.3 million to permit an appeal of the judgment against the Company. The
     bond was secured by an irrevocable letter of credit provided by the
     Company's senior lender and guaranteed by the holders of the Company's
     Series A-1 Preferred Stock. On June 1, 1998, the Company entered into a
     comprehensive worldwide settlement agreement and mutual release as it
     relates to the above judgment in exchange for payment of $10 million by the
     Company. Payment was made on June 19, 1998, with proceeds from a new term
     note. Payments on the term loan are to be made quarterly, commencing
     October 1, 1998, in the amount of $250,000, with interest at prime rate
     plus 2% or LIBOR plus 3.75%. The holders of Series A-1 Preferred Stock have
     guaranteed payment of this new term loan. In return for the above
     guarantees, the Company issued to the holders of its Series A-1 Preferred
     Stock, warrants to acquire 7,026,790 shares of the Company's Common Stock.
     These warrants have an average exercise price of $.47 per share and expire
     in 2004.

     As of August 11, 1998, $7.8 million of the $12 million revolving credit
     facility was outstanding. Under this revolving line of credit, $7.5 million
     was borrowed at the LIBOR based interest rate.



                                       8


<PAGE>   9

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.


         The following cases were settled in the following manner: Code-Alarm,
Inc. v. Directed Electronics Inc., Case No. 87-CV-74022-DT, United States
District Court, Eastern District of Michigan; Code-Alarm, Inc. v. Directed
Electronics, Inc., Case No. A-95-CV-437JN, United States District Court, Western
District of Texas, Austin Division; Directed Electronics, Inc. v. Code-Alarm,
Case No. 95-0513 BTM (CGA), United States District Court for the Southern
District of California; Directed Electronics, Inc. v. Code-Alarm, Inc., Rand
Mueller and Peter J. Stouffer, Case No. 96-659 BTM (CGA), United States District
Court for the Southern District of California; Directed Electronics, Inc. v. TSI
Security Acquisition Corp., United States District Court, Southern District of
California, Case No. 93-1050 BTM, in which Code-Alarm, by assignment, replaced
TSI Security Acquisition Corp. as the defendant and counterclaimant. Code-Alarm,
Inc. and Directed Electronics, Inc. ("Directed") entered into a comprehensive
worldwide settlement agreement and mutual release dated June 1, 1998, whereby
each party released any and all pending claims, counterclaims, third-party
claims, appeals and cross-appeals against the other in exchange for payment of
$10,000,000 to Directed by Code-Alarm. TSI Security Acquisition Corp. is
challenging Code-Alarm's attempt to dismiss Case No. 93-1050 BTM and is seeking
to continue that case in the place of Code-Alarm.

         Intercept Security Corporation ("Intercept") v. Code-Alarm, Inc. and
Rand Mueller, Civil Action No. 95-40239, United States District Court for the
Eastern District of Michigan, Southern Division, was also settled pursuant to a
Settlement Agreement and Mutual General Release dated as of May 27, 1998,
whereby each party released any and all pending claims against the other in
exchange for, among other items, payment to Intercept by Code-Alarm of $550,000
in installments of varying amounts through January 1, 2001, and the issuance by
Code-Alarm of a warrant to acquire 100,000 shares of Code-Alarm's Common Stock
at an exercise price of $2.3125 per share until January 2, 2001, unless called
by Code-Alarm at $5 per share prior to such date.

         No other reportable changes have taken place in regard to the legal
proceedings disclosed in the registrant's report on Form 10-K for the fiscal
year ended December 31, 1997, or report on Form 10-Q for the quarter ended March
31, 1998, or report on Form 10-Q for the quarter ended June 30, 1998.


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

         The Company held its annual meeting on May 19, 1998. The shareholders
re-elected Kenneth M. Mueller and Marshall J. Mueller to the board of directors,
each receiving at least 1,873,979 votes. Mr. Rand W. Mueller, Mr. Alan H.
Foster, Mr. William Pickett, Mr. Jack D. Rutherford, Mr. Richard Cion, Mr.
Rodney S. Cohen, and Peter J. Stouffer continue their term as directors of the
Company.

         The shareholders ratified an amendment to its Articles of Incorporation
that increases the number of authorized shares of common stock to twenty
million. There were 1,835,554 votes for and 84,194 against this matter, with
9,048 abstaining.

         The shareholders approved the Code-Alarm, Inc. 1998 Incentive and
Non-Qualified Stock Option Plan. This plan allows for the grant of both
incentive stock options and options that are non-qualified, the total number of
shares of Common Stock for which options may be granted are 300,000. There were
882,740 votes for and 154,176 against this matter, with 5,523 abstaining.

         The shareholders ratified the appointment of Deloitte & Touche LLP as
the Company's independant certified public accountants for the year ending
December 31, 1998. There were 1,906,700 

                                       9


<PAGE>   10


votes for and 14,073 against this matter, with 8,023 abstaining.

ITEM 5.       OTHER INFORMATION

         On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities Exchange Act of
1934. The amendment to Rule 14a-4(c) (1) governs the Company's use of its
discretionary proxy voting authority with respect to a shareholder proposal
which the shareholder has not sought to include in the Company's proxy
statement. The new amendment provides that if a proponent of a proposal fails
to notify the company at least 45 days prior to the month and day of mailing of
the prior year's proxy statement, then the management proxies will be allowed
to use their discretionary voting authority when the proposal is raised at the
meeting, without any discussion of the matter in the proxy statement.

         With respect to the Company's 1999 Annual Meeting of Shareholders, if
the Company is not provided notice of a shareholder proposal, which the
shareholder has not previously sought to include in the Company's proxy
statement, by December 29, 1998, the management proxies will be allowed to use
their discretionary authority as outlined above.
        
ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.

(a)           Exhibits
              
Exhibit       
Number                          Description
              
              
              
    10.1.4    Amendment No. 3 and Waiver No. 3 to Credit Agreement and Other
              Loan Documents dated April 20, 1998, by and among Company,
              General Electric Capital Corporation ("GECC"), in its capacity as
              a "Lender", and the other financial institutions which may from
              time to time become parties to the Credit Agreement (GECC, in
              such capacity, and such other financial institutions being
              sometimes hereinafter referred to collectively as the "Lenders"
              and individually as a "Lender"), and GECC, in its  separate
              capacity as agent for the Lenders.

    10.1.5    Waiver No. 4 to Credit Agreement and Other Loan Documents dated
              June 12, 1998, by and among Company, General Electric Capital
              Corporation ("GECC"), in its capacity as a "Lender", and the
              other financial institutions which may from time to time become
              parties to the Credit Agreement (GECC, in such capacity, and such
              other financial institutions being sometimes hereinafter
              referred to collectively as the "Lenders" and individually as a
              "Lender") and GECC, in its separate capacity as agent for the
              Lenders.
        
    10.1.6    Waiver No. 5 to Credit Agreement dated July 1, 1998, by and
              among Company, General Electric Capital Corporation ("GECC"), in
              its capacity as a "Lender" and the other financial institutions
              which may from time to time become parties to the Credit
              Agreement (GECC, in such capacity, and such other financial
              institutions being sometimes hereinafter referred to collectively
              as the "Lenders" and individually as a "Lender"), and GECC, in
              its separate capacity as agent for the Lenders.
        
    11        Statement regarding Computation of Per Share Earnings.
              
    27        Financial Data Schedule.
              
              
(b)           During the quarter ended June 30, 1998, the Company filed a
              Current Report on Form 8-K dated June 1, 1998, containing Item 5 
              disclosures.

                                       10

<PAGE>   11

                                  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.


                                            CODE-ALARM, INC.
                                            ----------------
                                              (Registrant)


Date:    August 14, 1998                    /s/ Rand W. Mueller
         ---------------                    ---------------------------
                                            Rand W. Mueller
                                            President


Date:    August 14, 1998                    /s/ Craig S. Camalo
         ---------------                    ---------------------------
                                            Craig S. Camalo
                                            Vice President of Finance
                                            (Chief Financial Officer)
                                            (Principal Accounting Officer)



<PAGE>   12
                                  EXHIBIT INDEX




              
    10.1.4       Amendment No. 3 and Waiver No. 3 to Credit Agreement and Other
                 Loan Documents dated April 20, 1998, by and among Company,
                 General Electric Capital Corporation ("GECC"), in its capacity
                 as a "Lender", and the other financial institutions which may
                 from time to time become parties to the Credit Agreement
                 (GECC, in such capacity, and such other financial institutions
                 being sometimes hereinafter referred to collectively as the
                 "Lenders" and individually as a "Lender"), and GECC, in its 
                 separate capacity as agent for the Lenders.
        
    10.1.5       Waiver No. 4 to Credit Agreement and Other Loan Documents
                 dated June 12, 1998, by and among Company, General Electric
                 Capital Corporation ("GECC"), in its capacity as a "Lender",
                 and the other financial institutions which may from time to 
                 time become parties to the Credit Agreement (GECC, in such
                 capacity, and such other financial institutions being
                 sometimes hereinafter referred to collectively as the 
                 ""Lenders" and individually as a "Lender") and GECC, in its
                 as agent for the Lenders.
        
    10.1.6       Waiver No. 5 to Credit Agreement dated July 1, 1998, by and
                 among Company, General Electric Capital Corporation ("GECC"),
                 in its capacity as a "Lender", and the other financial
                 institutions which may from time to time become parties to the
                 Credit Agreement (GECC, in such capacity, and such other
                 financial institutions being sometimes hereinafter referred to
                 collectively as the "Lenders" and individually as a "Lender"),
                 and GECC, in its separate capacity as agent for the Lenders.
        
    11           Statement regarding Computation of Per Share Earnings.
              
    27           Financial Data Schedule.
              

                                      5