<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 September 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 November 13, 1998 is 2,320,861.


<PAGE>   2


                                      INDEX


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

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

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

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

         Notes to Consolidated Condensed Financial Statements                              6

         Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                          8



Part II. - Other Information                                                              11
</TABLE>




                                       2

<PAGE>   3
                         PART 1 - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                                CODE-ALARM, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                         September 30,
                                                                                             1998               December 31,
ASSETS                                                                                    (Unaudited)               1997
                                                                                     ----------------------  ------------------


<S>                                                                                  <C>                     <C> 
Cash and  cash equivalents                                                           $                  67   $              36
Accounts receivable, less allowance for doubtful accounts
    (September 30, 1998 and December 31, 1997, of $1,480 and $1,073, respectively)                   4,619               5,615
Inventories                                                                                          4,054               4,291
Refundable income taxes                                                                                932                 950
Other                                                                                                  285                 503
                                                                                     ----------------------  ------------------
             Total current assets                                                                    9,957              11,395

Property and equipment, net of accumulated depreciation                                              1,845               2,444
Excess of cost over net assets acquired, net                                                           300                 320
Other intangibles, net                                                                                 161                 424
Other                                                                                                1,238               1,479
                                                                                     ----------------------  ------------------
             Total assets                                                            $              13,501   $          16,062
                                                                                     ======================  ==================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Accounts payable                                                                     $               4,268   $           5,545
Accrued expenses                                                                                     2,340               2,040
Current portion of long-term debt                                                                      159                 797
                                                                                     ----------------------  ------------------
             Total current liabilities                                                               6,767               8,382

Long-term debt                                                                                      18,345               6,574
Reserve for litigation                                                                                                  10,000
                                                                                     ----------------------  ------------------
             Total liabilities                                                                      25,112              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)                                                                          (35,003)            (32,286)
                                                                                     ----------------------  ------------------
             Total shareholders' equity (deficit)                                                  (18,611)            (15,894)
                                                                                     ----------------------  ------------------
             Total liabilities and shareholders' equity (deficit)                    $              13,501   $          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            Nine Months Ended
                                                       September 30                September 30
                                                   -------------------          ------------------
                                                   1998           1997          1998          1997
                                                   ----           ----          ----          ----
<S>                                              <C>           <C>           <C>           <C>     
Net sales                                        $  8,202      $ 12,590      $ 32,609      $ 41,004
Cost of sales                                       5,701         8,268        21,626        25,831
                                                 --------      --------      --------      --------

Gross profit                                        2,501         4,322        10,983        15,173

Operating expenses:
      Sales and marketing                           1,582         1,851         5,058         5,852
      Engineering                                     466           348         1,284         1,194
      General and administrative                      925         2,516         3,640         7,029
      Impairment of goodwill                                      1,163                       1,536
      Restructuring charge                                          536                         536
                                                 --------      --------      --------      --------
                                                    2,973         6,414         9,982        16,147
                                                 --------      --------      --------      --------

Income (loss) from operations                        (472)       (2,092)        1,001          (974)
Other expense:
      Interest expense                                557           440         1,470         1,152
      Litigation expense                              450         2,376         1,533         2,376
      Other - net                                     174           308           190           315
                                                 --------      --------      --------      --------
                                                    1,181         3,124         3,193         3,843
                                                 --------      --------      --------      --------

Income (loss) before income taxes                  (1,653)       (5,216)       (2,192)       (4,817)
Income taxes
                                                 --------      --------      --------      --------

Net income (loss)                                  (1,653)       (5,216)       (2,192)       (4,817)
Preferred stock dividends                             175                         525              
                                                 --------      --------      --------      --------
Net income (loss) applicable to common stock     $ (1,828)     $ (5,216)     $ (2,717)     $ (4,817)
                                                 ========      ========      ========      ========
Basic earnings (loss) per share                  $  (0.79)     $  (2.25)     $  (1.17)     $  (2.08)
                                                 ========      ========      ========      ========
Weighted average common
      shares outstanding                            2,321         2,321         2,321         2,321
                                                 ========      ========      ========      ========
Diluted earnings (loss) per share                $  (0.79)     $  (2.25)     $  (1.17)     $  (2.08)
                                                 ========      ========      ========      ========
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>
                                                                                       Nine Months Ended September 30
                                                                                    -------------------------------------
                                                                                         1998                 1997
                                                                                    ----------------     ----------------
<S>                                                                                 <C>                  <C>      
Cash flows from operating activities (Note 5)                                       $       (10,116)     $        (3,836)

Cash flows from investing activities:
     Capital expenditures                                                                      (658)                (216)

Cash flows from financing activities:
     Issuance of term note                                                                   10,000
     Payments on term notes and capitalized lease obligations                                (1,162)                (231)
     Net advances on revolving line of credit                                                 2,295                4,336
     Preferred stock dividends paid                                                            (328)
                                                                                    ----------------     ----------------

Net increase in cash and cash equivalents                                                        31                   53

Cash and cash equivalents, beginning of period                                                   36                   45
                                                                                    ----------------     ----------------

Cash and cash equivalents, end of period                                            $            67      $            98
                                                                                    ================     ================


Supplemental disclosures of cash flow information: 
Cash paid during the nine month period for:
          Interest                                                                  $         1,052      $         1,693
                                                                                    ================     ================
          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 litigation expense of $450,000 and
     $1.5 million for the three and nine month periods ended September 30, 1998,
     respectively, and items of litigation expense, impairment of goodwill, and
     a restructuring charge totaling $4.1 million and $4.4 million for the three
     and nine month periods ended September 30, 1997, respectively. 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>
                                          September 30, 1998             December 31
                                              (Unaudited)                   1997       
                                            ---------------            --------------       
<S>                                           <C>                       <C>        
         Raw materials                        $     3,474               $     3,425
         Work in process                              439                       680 
         Finished goods                               141                       186     
                                              ------------              ------------
                                              $     4,054               $     4,291     
                                              ============              ============
</TABLE>

4.   On October 1, 1998, the Company amended its credit agreement with its
     senior lender. The amendment provided for the deferral of quarterly
     installments under its term loans for one year, beginning October 1, 1998,
     modified certain of its provisions, including restricting the payment of
     all cash dividends during a quarter in which a principal payment has been
     deferred, and waived certain defaults. 

     The deferral of quarterly payments total $1.5 million, which is payable
     October 2000, or upon termination of the credit agreement, if earlier.

5.   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 the
     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 Statements of Cash Flows for the 

                                        6
<PAGE>   7

     nine months ended September 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 has not yet determined the potential financial impact of the
     guarantees on its financial statements, and as of September 30, 1998, no
     amount has been recorded with respect to these guarantees.




                                       7

<PAGE>   8


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


Results of Operations

     The Company's sales from U.S. operations were down $5.9 million, or 15.3%, 
     to $32.6 million for the nine months ended September 30, 1998, as compared 
     to $38.5 million for the nine months ended September 30, 1997. Consolidated
     sales for the nine month period ended September 30, 1997, also included
     $2.5 million from the Company's discontinued European operations.  Sales
     for the third quarter ended September 30, 1998, were $8.2 million compared
     to $12.6 million for the comparable period of 1997. Contributing to the
     decline during the three and nine month periods was the prolonged weakness
     in several of the Company's key overseas markets, including Asia, South
     America, and Russia, the General Motors strike during the second and third
     quarters of this year, and increased price competition in the retail
     aftermarket.  The Company's sales to original equipment manufacturers
     ("OEM"), both direct and to dealers, during the nine months ended September
     30, 1998, maintained last year's strong levels excluding the effects of the
     strike.

     For the nine months ended September 30, 1998, consolidated gross profit
     percentage was 33.7% as compared to 37.0% for the comparable nine month
     period in 1997. The percentage for the nine month period ended September
     30, 1998, was negatively affected by the lower sales volumes, higher
     warranty costs, impact of the consolidation of U.S. operations on the
     production processes, and new product introductions in the third quarter.

     Consolidated operating expenses for the first nine months of 1998 decreased
     $6.2 million, or 38.2%, to $10.0 million as compared to $16.1 million for
     the first nine months of 1997. This decrease was primarily due to the
     discontinued European operations and related costs, the consolidation of
     U.S. operations and associated restructuring costs, 1997 charge for the
     impairment of goodwill, and lower sales level in 1998.

     As a result, the Company reported operating income for the nine months
     ended September 30, 1998, of $1.0 million as compared to an operating loss
     of $1.0 million for the comparable period in 1997.

     Interest expense was up 27.6% for the nine months ended September 30, 1998,
     as compared to the nine month period ended September 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 non-operating expenses for both 1998 and 1997 include litigation
     expense associated with reserves for legal settlements and their related
     defense costs.  The costs for 1998 were partially offset by $1 million in
     proceeds 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 nine month period ended September 30, 1998.

     As a result of the foregoing, the Company recorded a net loss before
     preferred stock dividends for the nine months ended September 30, 1998, of
     $2,192,000, compared to a net loss of $4,817,000 for the nine months ended
     September 30, 1997. Net loss after preferred stock dividends was
     $2,717,000, or $1.17 basic and diluted loss per share, versus $4,817,000,
     or $2.08 basic and diluted loss per share, for the nine month period ended 
     September 30, 1997.



                                       8



<PAGE>   9

Liquidity and Capital Resources

     The Company's consolidated working capital improved slightly at September
     30, 1998 to $3.2 million as compared to $3 million at December 31, 1997. In
     addition, the current ratio (current assets divided by current liabilities)
     also improved as of September 30, 1998, to 1.47 to 1 compared to 1.36 to 1
     at December 31, 1997.

     Cash used in operating activities for the nine months ended September 30,
     1998, was $10.1 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 under its line of credit was used to finance capital
     expenditures of $658,000, and short term working capital needs. For the
     three month period ended September 30, 1998, the Company generated $332,000
     cash flow from operating activities.

     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.  Since April 8, 1998,
     the credit agreement has been amended (most recently October 1, 1998), to
     provide for the deferral of quarterly installments under its term loans for
     one year, beginning October 1, 1998, to modify certain of its provisions,
     including restricting the payment of all cash dividends during a quarter in
     which a principal payment has been deferred, to provide for the adoption of
     a certain stock option plan, to request funding for the settlement as it
     relates to the Detroit Litigation judgment, to waive certain financial
     covenant violations and other compliance requirements, and to correct
     certain disclosures.

     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 Detroit Litigation 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. 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 September 30, 1998, the Company's outstanding revolving line of
     credit was $7.5 million.  As of November 10, 1998, $6.3 million of the $12
     million revolving credit facility was outstanding.  The reduction from
     quarter end was due to the Company's receipt of an $1.1 million income tax
     refund.  Under the revolving line of credit, $6.0 million was borrowed at
     the LIBOR based interest rate.

Year 2000

     The Company is completing an evaluation of the actions necessary to ensure
     that its business critical computer information systems will be able to
     function without disruption with respect to the application of the dating
     systems in the Year 2000. Upon completion, the Company will be in a
     position to evaluate the extent to which it must upgrade, replace and test
     certain of its information and other computer systems so as to be able to
     operate without disruption due to Year 2000 issues. Although a final
     timetable is not in place, the Company does anticipate completion of
     substantially all work prior to the third quarter of 1999. Based upon the
     status of our current evaluation, the Company does not anticipate that the
     costs associated with Year 2000 compliance will be material to the
     Company's results of operations and financial position. Costs associated
     with the compliance process are being capitalized to the extent that they
     meet the Company's capitalization policy; otherwise they are expensed as
     incurred.

     If the Company is unable to complete actions in the planned timeframe,
     contingency plans 

                                       9



<PAGE>   10

     will be developed to address those business critical systems, which may not
     yet be Year 2000 compliant. In addition, disruptions with respect to the
     computer systems of vendors or customers, which systems are outside the
     control of the Company, could impair the Company's ability to obtain
     necessary materials or products to sell or to service their customers.
     Disruptions of the Company's computer systems, or the computer systems of
     the Company's vendors or customers, as well as the costs of avoiding such
     disruption, could have a material adverse impact upon the Company's
     financial condition and results of operations.

     As part of the continuing assessment process, the Company will develop
     contingency plans for dealing with business critical systems, vendors, and
     customers. These plans are expected to be completed during the first
     quarter of 1999.


                                       10

<PAGE>   11


                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.


         The following cases were settled in the manner disclosed in
Code-Alarm's Form 10-Q for the quarter ended June 30, 1998: 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, Inc., 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, Inc., by assignment,
replaced TSI Security Acquisition Corp. as the defendant and counterclaimant.
TSI Security Acquisition Corp. challenged the Company's attempt to dismiss Case
No. 93-1050 BTM and sought to continue that case in the place of Code-Alarm,
Inc. In July 1998, the Court of Appeals for the Federal Circuit dismissed Case
No. 93-1050 BTM.

         TSI Security Acquisition Corp. v. Code-Alarm, Inc. was filed on August
21, 1998, in the Supreme Court for the County of New York, and on September 17,
1998, Code-Alarm removed the action to the United States District Court for the
Southern District of New York, Case No. 98-CIV-6586 (JSR). A tentative agreement
to settle this case has been reached. If the settlement does not occur, the
Company intends to vigorously defend this case. There can be no assurance that
the Company will prevail in this case or as to the amount of damages to which it
may be subject if it does not prevail.

         Aureo Rivera Davila and Aureo E. Rivera v. Magna Holding Company et
al., Case No. 97C1909, filed March 20, 1997, in the U.S. District Court,
Northern District of Illinois, Eastern Division. Plaintiffs seek enforcement
against the Company of a $19.4 million default judgment entered by the court on
July 26, 1990, against Chapman Industries Corp. ("Industries") for alleged
patent infringement. With accumulated interest, the amount of the default
judgment is now approximately $30 million. A subsidiary of the Company purchased
certain assets from LaSalle National Bank ("LaSalle") on January 19, 1990, in a
private sale conducted by LaSalle under Section 9-504 of the Illinois Uniform
Commercial Code to dispose of collateral securing a defaulted loan made by
LaSalle to Chapman Products, Inc. ("Products"). Plaintiffs allege that the
assets were acquired by Products from Industries. Plaintiffs claim that the sale
of assets to the subsidiary of the Company was a fraudulent conveyance and that
the Company is a successor in interest to the liability of Industries for the
default judgment. The Company has tendered the defense of this action to LaSalle
pursuant to the indemnification terms contained in its purchase agreement with
LaSalle. LaSalle has agreed to pay for up to 50% of the defense, but has refused
to assume the full defense. The Company, through its counsel, filed a Motion to
Dismiss, which was denied by the court. The Company intends to vigorously defend
this case, but there can be no assurance that the Company will prevail in this
case or as to the amount of damages to which it may be subject if it does not
prevail.

         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 reports on Form 10-Q for the quarters ended
March 31 or June 30, 1998, or report on Form 8-K dated June 16, 1998.


                                       11
<PAGE>   12




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

         No matters were submitted to a vote of security holders during the
quarter ended September 30, 1998.


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

<TABLE>
<CAPTION>
Exhibit
Number            Description

<S>               <C>                                      
10.1.7            Waiver No. 6 to Credit Agreement dated as of August 14, 1998,
                  by and among the Company, the other Credit Parties from time
                  to time party to the Credit Agreement, the financial
                  institutions from time to time party to the Credit Agreement
                  (the "Lenders"), and General Electric Capital Corporation
                  ("GECC") in its individual capacity and as agent for the
                  Lenders.

10.1.8            Amendment No. 4, Waiver No. 7, and Consent No. 2 to Credit
                  Agreement and Other Loan Documents dated as of October 1,
                  1998, by and among the Company, the other Credit Parties from
                  time to time party to the Credit Agreement, the financial
                  institutions from time to time party to the Credit Agreement
                  (the "Lenders"), the financial institutions from time to time
                  party to the Litigation L/C Agreement (the "Term Lenders"),
                  and General Electric Capital Corporation ("GECC") in its
                  individual capacity as a "Lender," a "Term Lender," and as
                  agent for the Lenders and the Term Lenders.

11                Statement regarding Computation of Per Share Earnings.

27                Financial Data Schedule.


(b)               During the quarter ended September 30, 1998, there were no
                  reports on Form 8-K filed. On November 9, 1998, the Company
                  filed a Current Report on Form 8-K dated November 2, 1998,
                  containing Item 4 disclosures.
</TABLE>


                                       12


<PAGE>   13



                                   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:    November 16, 1998                      /s/  Rand W. Mueller         
         -----------------                      --------------------         
                                                Rand W. Mueller
                                                President


Date:    November 16, 1998                      /s/  Craig S. Camalo
         -----------------                      --------------------
                                                Craig S. Camalo
                                                Vice President of Finance
                                                (Chief Financial Officer)
                                                (Principal Accounting Officer)





                                       13
<PAGE>   14
                                  EXHIBIT INDEX



10.1.7            Waiver No. 6 to Credit Agreement dated as of August 14, 1998,
                  by and among the Company, the other Credit Parties from time
                  to time party to the Credit Agreement, the financial
                  institutions from time to time party to the Credit Agreement
                  (the "Lenders"), and General Electric Capital Corporation 
                  ("GECC") in its individual capacity and as agent for the 
                  Lenders.

10.1.8            Amendment No. 4, Waiver No. 7, and Consent No. 2 to Credit
                  Agreement and Other Loan Documents dated as of October 1,
                  1998, by and among the Company, the other Credit Parties from
                  time to time party to the Credit Agreement, the financial
                  institutions from time to time party to the Credit Agreement
                  (the "Lenders"), the financial institutions from time to time 
                  party to the Litigation L/C Agreement (the "Term Lenders"),
                  and General Electric Capital Corporation ("GECC") in its
                  individual capacity as a "Lender," a "Term Lender," and as
                  agent for the Lenders and the Term Lenders.

11                Statement regarding Computation of Per Share Earnings.

27                Financial Data Schedule.