--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                    ---------

     |X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 28, 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: 333-31071

                           WELLS ALUMINUM CORPORATION
             (Exact name of Registrant as Specified in Its Charter)



                 MARYLAND                                   35-1139550
     (State or Other Jurisdiction of                     (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)

     809 GLENEAGLES COURT, SUITE 300
           BALTIMORE, MARYLAND
(Address of Principal Executive Offices)                       21286
                                                             (Zip Code)

       Registrant's telephone number, including area code: (410) 494-4500

                                   -----------

         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 | |

         As of August 3, 1998,  the  registrant  had 909,005.0  shares of Common
Stock outstanding.


<PAGE>



                           WELLS ALUMINUM CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited):                                  Page

  Balance Sheets as of June 28, 1998 and December 31, 1997 (audited)           1

  Statements of Operations for the three months ended June 28, 1998 and
  June 29, 1997, and the six months ended June 28, 1998 and June 29, 1997      2

  Statements of Cash Flows for the six months ended June 28, 1998 and
  June 29, 1997                                                                3

  Notes to Financial Statements                                                4

Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations                                             7


PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


<PAGE>



PART 1.                     FINANCIAL INFORMATION

ITEM 1.                     FINANCIAL STATEMENTS

WELLS ALUMINUM CORPORATION
BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                              JUN. 28,         DEC. 31,
                                                                                                1998             1997
                                                                                                ----             ----
                                                                                            (Unaudited)

                                                                 ASSETS
<S>                                                                                         <C>             <C>
Current assets:
    Cash and cash equivalents ........................................................      $   5,986       $   5,352
    Accounts receivable, principally trade, less allowances of $880 and $825 .........         32,329          30,599
    Inventories ......................................................................         21,093          20,209
    Other current assets .............................................................            637           1,444
                                                                                            ---------       ---------
        Total current assets .........................................................         60,045          57,604
Property, plant and equipment, at cost less accumulated depreciation .................         27,929          27,269
Debt issuance costs, net of accumulated amortization of  $673 and $362 ...............          4,076           4,387
Goodwill, net of accumulated amortization of $13,068 and $12,474 .....................         33,956          34,550
Other assets .........................................................................          1,573           1,573
                                                                                            ---------       ---------
        Total assets .................................................................      $ 127,579       $ 125,383
                                                                                            =========       =========

                                                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable, principally trade ..............................................      $  18,549       $  20,253
    Accrued expenses .................................................................          6,571           7,362
                                                                                            ---------       ---------
        Total current liabilities ....................................................         25,120          27,615
Long-term debt .......................................................................        105,000         105,000
Deferred income taxes ................................................................          5,534           5,804
Deferred benefit plan obligations ....................................................          3,240           3,032
                                                                                            ---------       ---------
        Total liabilities ............................................................        138,894         141,451
                                                                                            ---------       ---------


Stockholders' equity:
    Common stock, Class A, par value $0.01 per share, 1,100,000 shares
        authorized and 909,005 shares issued .........................................              9               9
    Additional paid-in capital .......................................................          1,215           1,215
    Accumulated deficit ..............................................................        (12,052)        (16,805)
    Additional minimum pension liability .............................................           (487)           (487)
                                                                                            ---------       ---------
        Total stockholders' equity ...................................................        (11,315)        (16,068)
                                                                                            ---------       ---------
        Total liabilities and stockholders' equity ...................................      $ 127,579       $ 125,383
                                                                                            =========       =========
</TABLE>

See accompanying notes.


                                        1


<PAGE>



WELLS ALUMINUM CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED           SIX MONTHS ENDED
                                                  JUN. 28,     JUN. 29,       JUN. 28,       JUN. 29,
                                                    1998        1997           1998           1997
                                                    ----        ----           ----           ----

<S>                                               <C>          <C>            <C>           <C>
Net sales ..................................      $66,855      $ 64,701       $130,674      $120,038

Cost of sales ..............................       55,580        52,688        109,275        99,882
                                                  -------      --------       --------      --------
Gross profit ...............................       11,275        12,013         21,399        20,156

Selling, general and administrative expenses        4,140         4,286          8,037         8,068

Compensation from settlement of employee
    stock options ..........................           --         4,070             --         4,070
                                                  -------      --------       --------      --------
Operating profit ...........................        7,135         3,657         13,362         8,018

Interest expense, net of interest income ...        2,700         1,790          5,405         2,949
                                                  -------      --------       --------      --------
Earnings before income taxes and
    extraordinary item .....................        4,435         1,867          7,957         5,069

Income taxes ...............................        1,710           879          3,204         2,237
                                                  -------      --------       --------      --------
Earnings before extraordinary item .........        2,725           988          4,753         2,832

Extraordinary loss on refinancing of debt,
    net of income taxes ....................           --         1,143             --         1,143
                                                  -------      --------       --------      --------
Net earnings (loss) ........................      $ 2,725      $   (155)      $  4,753      $  1,689
                                                  =======      ========       ========      ========

</TABLE>


See accompanying notes.


                                        2


<PAGE>

WELLS ALUMINUM CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                      SIX MONTHS ENDED
                                                                   JUN. 28,       JUN. 29,
                                                                     1998           1997
                                                                    ------         -----

<S>                                                                <C>           <C>
OPERATING ACTIVITIES:

Net Earnings ................................................      $ 4,753       $   1,689

Adjustments to Reconcile Net Earnings to Net Cash Provided by
    Operating Activities:
        Depreciation and Amortization .......................        2,001           2,101
        Settlement of Employee Stock Options ................           --           1,263
        Deferred Income Taxes ...............................         (270)           (131)
        Extraordinary Loss on Refinancing of Debt ...........           --           1,143
        Changes in Operating Assets and Liabilities:
            Accounts Receivable, Net ........................       (1,730)         (8,206)
            Inventories .....................................         (884)         (1,670)
            Accounts Payable and Accrued Expenses ...........       (2,645)          4,644
            Other Assets and Liabilities ....................        1,171             746
                                                                   -------       ---------
Net Cash Provided by Operating Activities ...................        2,396           1,579
                                                                   -------       ---------

INVESTING ACTIVITIES:

Purchase of Property, Plant and Equipment ...................       (1,762)           (391)
                                                                   -------       ---------
Net Cash Used in Investing Activities .......................       (1,762)           (391)
                                                                   -------       ---------

FINANCING ACTIVITIES:

Principal Payments on Long-term Debt ........................           --         (54,789)
Proceeds from Long-term Debt ................................           --         134,700
Payments of Debt Issuance Costs .............................           --          (4,496)
Payment of Special Cash Dividend ............................           --         (55,990)
Repurchase of Common Stock ..................................           --          (1,102)
                                                                   -------       ---------

Net Cash Provided by Financing Activities ...................           --          18,323
                                                                   -------       ---------

Net Increase in Cash and Cash Equivalents ...................          634          19,511
Cash and Cash Equivalents at Beginning of Year ..............        5,352             277
                                                                   -------       ---------

Cash and Cash Equivalents at End of Period ..................      $ 5,986       $  19,788
                                                                   =======       =========
</TABLE>


SEE ACCOMPANYING NOTES.


                                       3


<PAGE>

WELLS ALUMINUM CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
(DOLLARS IN THOUSANDS)


1.           GENERAL

             Wells   Aluminum   Corporation   (the   "Company")  is  a  domestic
manufacturer  of aluminum  extruded and fabricated  products for several diverse
industries including  building/construction,  transportation,  durable goods and
equipment/electrical.

2.           BASIS OF PRESENTATION

             The foregoing unaudited financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  Accordingly,  these financial statements do not include all of the
disclosures  required by generally accepted  accounting  principles for complete
financial statements. In the opinion of management, these statements include all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  of the  results  for the six  months  ended  June 28,  1998.
Operating results for the interim periods of 1998 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1998.

3.           RECLASSIFICATION

             Certain  amounts  previously  reported  have been  reclassified  to
conform with the 1998 presentation.

4.           USE OF ESTIMATES

             The   preparation  of  financial   statements  in  conformity  with
generally accepted accounting principles requires that management make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes. Actual results inevitably will differ from those estimates,
and such differences may be material to the financial statements.

5.           INVENTORIES

             The aluminum component of inventories,  representing 69% and 68% of
total  inventories  at June 28, 1998 and  December 31,  1997,  respectively,  is
stated  at the lower of cost or  market,  using the  last-in,  first-out  method
(LIFO). The labor,  overhead and supplies  components of inventories are carried
at the lower of cost or market using the first-in,  first-out method (FIFO). The
outside  purchased  parts  component of inventories  are carried at the lower of
cost or market using the weighted average cost method.

             The components of inventories are as follows:


                                          JUN. 28,       DEC. 31,
                                           1998            1997
                                           ----            ----

Raw materials .....................      $ 12,403       $ 11,840
Finished goods and work in progress         9,833         10,658
Supplies ..........................           522            471
                                         --------       --------
    Sub-total .....................        22,758         22,969
Less LIFO reserve .................        (1,665)        (2,760)
                                         --------       --------
    Inventories ...................      $ 21,093       $ 20,209
                                         ========       ========


                                        4


<PAGE>

6.           RELATED PARTY TRANSACTIONS

             During the six months  ended June 28, 1998 and June 29,  1997,  the
Company  purchased  aluminum  from CVG Industria  Venezolana  de Aluminio,  C.A.
("Venalum"), an owner of 180,362.5 shares of the Company's Class A common stock,
in amounts of $5.4 million and $32.7 million,  respectively.  Amounts payable to
Venalum  at June 28,  1998  and  December  31,  1997  were $0 and $6.3  million,
respectively.

7.           RECAPITALIZATION

             On May 28,  1997,  the  Company  issued  and  sold  $105.0  million
principal  amount of 10.125%  Series A Senior  Notes (the  "Series A Notes") due
2005. In connection with the consummation of the issuance and sale of the Series
A Notes, the Company repaid existing  indebtedness and entered into a New Credit
Facility,  a secured  working  capital line of $15.0  million,  which matures in
2002.

             The offering of the Series A Notes,  the repayment of  indebtedness
under an  existing  Bank  Credit  Facility,  the  retirement  of 14.125%  Senior
Subordinated Notes due 2001, and the entering into of a New Credit Facility were
part of an overall recapitalization of the Company (the "Recapitalization").  As
part of the  Recapitalization,  the Company  used a  substantial  portion of the
proceeds  received  from the  issuance  and sale of the  Series A Notes to pay a
special cash dividend to holders of its common stock,  settle existing  employee
stock options,  and repurchase,  or offer to repurchase,  shares of common stock
held by certain stockholders.

             In 1997,  the Company  paid a special  cash  dividend of $62.00 per
share,  or $56.0 million,  to the holders of common stock,  paid an aggregate of
$37.5 million  related to the  repayment or  retirement  of debt,  and paid $1.2
million for the  repurchase  and  retirement of 152,100 shares of Class A Common
Stock from  certain  shareholders.  The Company  also  incurred  $4.1 million of
compensation expense and issued 158,042.5 shares of Class A Common Stock related
to the settlement of employee stock options. The compensation expense represents
the  difference  between  fair  market  value  and  the  exercise  price  on the
settlement of 57,000  employee stock options and $0.9 million of bonuses paid to
satisfy a portion  of income  taxes  incurred  by option  holders as a result of
receiving shares of common stock.

             In November  1997,  the Company  consummated an exchange of 100% of
the  Series A Notes for $105.0  million  aggregate  principal  amount of 10.125%
Series B Senior  Notes (the  "Series B Notes")  due 2005,  which are  registered
under the Securities Act of 1933, as amended.

8.           INDEBTEDNESS

             At June 28, 1998 and December 31, 1997,  indebtedness  consisted of
$105.0 million of Series B Notes. There were no borrowings outstanding under the
New Credit Facility.

9.           INTEREST EXPENSE, NET OF INTEREST INCOME

             Interest expense, net of interest income, is as follows:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                  JUN. 28,    JUN. 29,        JUN. 28,      JUN. 29,
                                                   1998         1997            1998          1997
                                                   ----         ----            ----          ----

<S>                                               <C>           <C>           <C>           <C>
Interest expense ...........................      $ 2,672       $ 1,785       $ 5,343       $ 2,816
Amortization of debt issuance costs ........          155           142           311           278
                                                  -------       -------       -------       -------
    Sub-total ..............................        2,827         1,927         5,654         3,094

Interest income ............................         (127)         (137)         (249)         (145)
                                                  -------       -------       -------       -------
    Interest expense, net of interest income      $ 2,700       $ 1,790       $ 5,405       $ 2,949
                                                  =======       =======       =======       =======
</TABLE>


                                        5


<PAGE>

10.          FUTURES CONTRACTS AND FORWARD SALES CONTRACTS

             In the normal course of business,  the Company  enters into forward
sales  contracts  with certain  customers  for the sale of fixed  quantities  of
finished  products at scheduled  intervals.  The aluminum cost  component of the
forward  sales  contract  is fixed for the  duration of the  contract,  based on
forward  market prices at the  inception of the contract.  In order to hedge its
exposure to aluminum price volatility  under these forward sales contracts,  the
Company  enters into  aluminum  futures  contracts (a financial  hedge) based on
scheduled deliveries.

             At June 28,  1998,  the  Company  was  party to  $14.5  million  of
aluminum futures contracts  through  nationally  recognized  brokerage firms and
major metal brokers.  These aluminum  futures  contracts are for periods between
July 1998 and November 1999,  covering 21.4 million pounds of aluminum at prices
expected  to be  settled  financially  in cash as they  reach  their  respective
settlement  dates.  The Company  does not engage in any  speculative  trading of
futures contracts.

11.          LABOR AGREEMENT

             In  late  February  1998,  the  Company's   collective   bargaining
agreement  with the  local  union at one plant  location  expired,  and  shortly
thereafter,  the local union initiated a work stoppage.  In late March 1998, the
Company and the local union agreed on a new collective  bargaining agreement and
the work stoppage  ceased.  During the work stoppage,  the Company  operated the
affected  plant using  salaried  personnel from within the Company and temporary
employees.  Management  believes  that the work stoppage did not have a material
adverse effect on the financial performance of the Company.

12.          COMMITMENTS AND CONTINGENCIES

             At June 28,  1998,  the  Company has  commitments  with eight North
American  suppliers  to purchase  52.1  million  pounds of primary  aluminum and
aluminum  billet  through  January 1999 at current market prices at the delivery
dates. Management expects that such quantity of aluminum will be utilized in the
normal course of operations during the terms of these agreements.

             The  Company  accrues  for  losses  associated  with  environmental
remediation  obligations when such losses are probable and reasonably estimable.
Based upon information that is currently  available,  management does not expect
that the resolution of environmental  claims will have a material adverse effect
on  the  Company.  However,  given  the  inherent  uncertainties  in  evaluating
environmental exposure, it is not possible to predict the amount of future costs
of environmental  claims which may be subsequently  determined.  The Company has
not  anticipated any insurance  proceeds or third-party  payments in determining
its estimated liability for environmental remediation.

             The  Company  is a party to a number of other  lawsuits  and claims
arising out of the conduct of its  business.  Although the  ultimate  results of
lawsuits and other  proceedings  against the Company  cannot be  predicted  with
certainty,  management  does not expect that these  matters will have a material
adverse effect on the Company and its operations.


                                        6


<PAGE>

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

             Wells Aluminum  Corporation  (the "Company") is a custom  extruder,
finisher and fabricator of soft alloy aluminum products, serving principally the
building/construction,      transportation,      consumer      durables      and
equipment/electrical markets. The Company operates a network of seven facilities
with  12  extrusion  presses,  located  in  six  states  in the  midwestern  and
southeastern  United States,  and also has its own casting facility for aluminum
billet.

             The following discussion contains forward-looking  statements which
involve risks and  uncertainties.  The Company's actual results or future events
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain  factors,  including,  but not limited to, raw
material costs and availability  (primarily aluminum),  labor market conditions,
the Company's  level of utilization of its extrusion,  finishing and fabrication
capacities, and the impact of capacity utilization on costs, whether and to what
extent the Company's capital expenditures can facilitate  reductions in variable
costs, the highly competitive nature of the extrusion industry, and developments
with respect to contingencies such as environmental matters and litigation.

BASIS OF  PRESENTATION

             The following  discussion of financial condition and the results of
operations  for the three and six months  ended June 28,  1998 and June 29, 1997
are based on the unaudited results achieved by the Company. The following tables
set forth for the periods indicated,  net sales, gross profit,  operating profit
and net earnings, and for performance and other measurements,  pounds of product
shipped,  gross sales price per pound,  Adjusted  EBITDA (as defined  below) and
Adjusted  EBITDA per pound.  The table also  includes  average  market prices of
aluminum per pound and market price of aluminum per pound at period-end.

             Adjusted  EBITDA is defined as earnings  before  interest  expense,
income taxes and  depreciation  and  amortization,  and excludes LIFO charges or
income,  extraordinary  items and compensation from settlement of employee stock
options.  Adjusted  EBITDA  should not be  considered  in  isolation  of, nor in
substitute for, net income, cash flows from operations,  or other income or cash
flow data prepared in accordance with generally accepted accounting principles.

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS DATA:

                                                            THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                         JUN. 28,               JUN. 29,              JUN. 28,              JUN. 29,
Amounts in Thousands, Except Per Pound Data                1998                  1997                  1998                  1997
-------------------------------------------                ----                  ----                  ----                  ----

<S>                                                      <C>                   <C>                   <C>                    <C>
Net Sales - Products .......................             $ 66,855              $ 60,889              $ 127,145              $112,907
Net Sales - Metal ..........................                   --                 3,812                  3,529                 7,131
                                                         --------              --------              ---------              --------

    Net Sales ..............................               66,855                64,701                130,674               120,038

Cost of Sales - Products ...................               56,155                48,758                106,879                91,073
Cost of Sales - Metal ......................                   --                 3,778                  3,491                 6,874
LIFO Charges (Income) ......................                 (575)                  152                 (1,095)                1,935
                                                         --------              --------              ---------              --------
    Cost of Sales ..........................               55,580                52,688                109,275                99,882

Gross Profit ...............................               11,275                12,013                 21,399                20,156
Operating Profit ...........................                7,135                 3,657                 13,362                 8,018
Net Earnings (Loss) ........................             $  2,725              $   (155)             $   4,753              $  1,689

</TABLE>


                                        7


<PAGE>

<TABLE>
<CAPTION>

OTHER MEASUREMENT DATA:

                                                                        THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                      JUN. 28,         JUN. 29,           JUN. 28,          JUN. 29,
Amounts in Thousands, Except Per Pound Data                            1998             1997               1998              1997
-------------------------------------------                            ----             ----               ----              ----


<S>                                                                   <C>               <C>                <C>                <C>   
Pounds of Product Shipped ................................            44,133            39,254             83,180             75,090

Gross Sales - Products ...................................         $  69,826         $  63,179         $  132,417         $  117,348
Gross Sales Price per Pound ..............................             1.582             1.609              1.592              1.563

Adjusted EBITDA ..........................................         $   7,405        $    8,790         $   13,957         $   15,845
Adjusted EBITDA per Pound ................................             0.168             0.224              0.168              0.211

Average Market Price of Aluminum per Pound ...............         $   0.686        $    0.786         $    0.708         $    0.770
Market Price of Aluminum per Pound at Period-End .........                --                --              0.628              0.759
</TABLE>


             ALUMINUM PRICES.  For the periods  indicated,  approximately 60% of
the  Company's  cost of  sales -  products  reflect  the cost of  aluminum,  its
principal raw material. The Company seeks to manage aluminum price fluctuations,
which can be volatile,  principally either by passing aluminum prices through to
customers by systematic market indexed pricing or by fixing the cost of aluminum
by hedging  against  committed  fixed  price  sales to  customers.  As a result,
increases  and  decreases  in aluminum  prices  have  generally  caused  similar
increases and decreases in selling prices,  sales and costs of sales. The actual
impact on the Company from changes in aluminum prices is affected by a number of
factors including the specific timing and frequency of prices changes, the level
and turnover of aluminum  inventory,  and the lead and lag time between  selling
price  changes  and cost  changes in  aluminum  inventory.  If  aluminum  prices
decrease  (increase) over a period of several months,  the market indexed prices
charged to customers may decrease (increase) more rapidly than the costs charged
from the Company's aluminum inventory.

             BUSINESS ACTIVITY.  The Company's  experience indicates that pounds
of product  shipped has a direct  impact on  profitability,  since a significant
portion of the Company's  operating costs are fixed.  The Company defines pounds
of product  shipped as the weight of all  extrusions  shipped,  including  those
pounds  transferred  within the Company  from which it  manufactures  fabricated
parts,  components and assemblies,  but excluding the pounds of aluminum related
to excess metal sales as described herein.

             FINANCIAL  AND  OTHER  MEASURES.  The  Company  believes  that  its
abilities to manage its sales spread (gross sales minus aluminum costs), control
variable  spending  and  minimize  its  fixed  cost  structure  are  significant
determinants of profitability  and resultant cash flow. The Company,  therefore,
monitors  its sales spread per pound,  variable  costs per pound and fixed costs
per  pound,  focusing  on  operating  profit as a key  performance  measure.  In
addition,  the Company  monitors  Adjusted  EBITDA,  as it is relevant  for debt
covenant  analysis under the New Credit  Facility (as defined herein) and it can
also be used as a measure of the Company's ability to service its debt.

             LIFO INVENTORY. The Company values its aluminum inventory under the
last-in,  first-out  (LIFO) method.  During periods of rising  aluminum  prices,
compared  to  historical  LIFO  inventory  values,  the  Company  may incur LIFO
charges, which will reduce taxable income, and when aluminum prices subsequently
decline,  the Company may recognize  LIFO income,  which will  increase  taxable
income. As a result of fluctuations in earnings levels


                                        8


<PAGE>

resulting from the  application  of LIFO, the Company  excludes LIFO charges and
LIFO income from certain measures, such as Adjusted EBITDA.

             EXCESS METAL SALES.  The  Company's  policy is to sell excess metal
(primary  aluminum  ingot and  billet)  on the open  market  when  necessary  to
maintain  aluminum  inventory levels  consistent with near-term  business needs.
Imbalances in inventory  can arise from the ongoing and  efficient  operation of
the Company's  casting  facility and from the Company's  obligations to purchase
fixed  amounts  of primary  aluminum  ingot and billet  under  long-term  supply
agreements.  The sale of  excess  metal,  which  also  reflects  aluminum  price
fluctuations, has minimal effect on profit performance since the prices of metal
bought and metal sold are closely  matched.  Pounds of excess metal sold are not
included in the calculation of pounds of product shipped,  the Company's primary
indicator of business  activity.  In the normal course of business,  the Company
also sells secondary aluminum billet and aluminum scrap, which are not accounted
for as excess metals sales.

RECLASSIFICATION OF SALES AND MARKETING END USE DATA

             In the six months  ended June 28,  1998,  the Company  completed an
evaluation of the markets of its  customers by the end use codes as  established
by the Aluminum  Association and the Aluminum Extruders  Council.  These end use
codes are used to compile aluminum industry statistics by specific markets. As a
result of the evaluation, the Company reclassified certain pounds shipped to its
customers  during  1998  and  1997  from  one  market   designation  to  another
designation.  The  analysis  of pounds  shipped to a specific  market  contained
herein is based on the  consistent  application of end use codes for the periods
under comparison.

THREE MONTHS ENDED JUNE 28, 1998 COMPARED TO THREE MONTHS ENDED JUNE 29, 1997

             The  Company's  net sales  increased to $66.9  million in the three
months ended June 28, 1998 from $64.7 million in the three months ended June 29,
1997,  an increase of $2.2  million or 3.4%.  Net sales - products  increased to
$66.9  million in the three months ended June 28, 1998 from $60.9 million in the
three  months ended June 29,  1997,  an increase of $6.0 million or 9.9%.  Gross
sales of value added products,  which includes painted,  anodized and fabricated
products,  increased $2.4 million, or 6.8%, to $37.7 million in the three months
ended June 28, 1998 from $35.3  million in the three months ended June 29, 1997.
Gross sales of mill finished  extrusions  increased $4.3 million,  or 15.4%,  to
$32.2  million in the three months ended June 28, 1998 from $27.9 million in the
three months ended June 29, 1997.  The gross sales price per pound  decreased by
1.7%, reflecting a higher percentage of mill finished sales as compared to value
added sales,  the effect of a decline of $0.100 in the average  market price per
pound of aluminum and a changing  customer and product mix in value added sales,
offset by an improved customer and product mix in mill finished sales.

             Pounds of product shipped  increased 4.8 million pounds,  or 12.2%,
to 44.1 million in the three months ended June 28, 1998 from 39.3 million pounds
of  product  shipped  in the three  months  ended June 29,  1997.  Shipments  to
commercial construction increased 1.2 million pounds, primarily due to increased
shipments for several large architectural projects. In residential construction,
shipments  increased  0.8 million  pounds,  reflecting  increased  shipments  to
suppliers to the mobile home market.  Shipments to transportation  increased 0.8
million  pounds,  primarily  due to increased  business  with major  trailer and
specialty vehicle manufacturers.  In consumer durables,  shipments increased 1.0
million pounds,  reflecting  increased  shipments to  manufacturers  of pleasure
boats and office  furniture.  Shipments to  equipment/electrical  increased  0.1
million  pounds,  primarily  due to  increased  shipments  to  manufacturers  of
material  handling  systems,  offset by a decline in shipments to one  specialty
industrial  account.  The  increase of 0.9 million pounds to  distributors/other
resulted  from  increases  in shipments to  distributors  of specialty  products
serving the southeastern and midwestern markets.

             Cost of sales increased to $55.6 million for the three months ended
June 28, 1998 from $52.7  million in the three months  ended June 29,  1997,  an
increase of $2.9  million or 5.5%.  Cost of sales - products  increased to $56.2
million in the three months ended June 28, 1998 from $48.8  million in the three
months ended June


                                        9


<PAGE>

29, 1997, an increase of $7.4 million or 15.2%.  This  increase  resulted from a
$3.5 million increase in operating costs and a $3.9 million increase in aluminum
costs.  Variable  costs per pound  increased to $0.446 in the three months ended
June 28, 1998 from $0.417 in the three  months  ended June 29, 1997, a change of
$0.029 per pound.  This increase was primarily due to additional  overtime costs
in response  to the  increase  in sales  volume and the effect of initial  lower
productivity related to the hiring of new personnel.

             Gross profit  decreased to $11.3  million in the three months ended
June 28, 1998 from $12.0  million in the three  months  ended June 29,  1997,  a
decrease of $0.7 million or 5.8%.

             Selling,  general and  administrative  expenses  decreased  to $4.1
million in the three  months  ended June 28, 1998 from $8.4 million in the three
months ended June 29, 1997, a decrease of $4.3 million or 51.2%.  This  decrease
is primarily  attributable to a decrease in compensation of $4.1 million related
to  the   settlement   of  employee   stock  options  as  part  of  the  overall
recapitalization of the Company in May 1997 as described herein under "Liquidity
and   Capital   Resources   -  Cash  Flows  from   Financing   Activities   (the
"Recapitalization").

             Operating  profit  increased  to $7.1  million in the three  months
ended June 28, 1998 from $3.7  million in the three  months ended June 29, 1997,
an increase of $3.4 million or 91.9%.

             Interest expense, net of interest income, increased to $2.7 million
in the three  months  ended June 28, 1998 from $1.8  million in the three months
ended June 29, 1997,  an increase of $0.9 million,  or 50.0%.  This increase was
mainly  attributable to the increase in debt  outstanding  and higher  effective
interest rates as a result of the Recapitalization. Income tax expense increased
to $1.7 million in the three months ended June 28, 1998 from $0.9 million in the
three months ended June 29, 1997,  an increase of $0.8  million,  or 88.9%.  The
effective  tax rates for the three  months ended June 28, 1998 and June 29, 1997
were 39% and 47%,  respectively,  which differed from the federal statutory rate
of 35% primarily due to the goodwill amortization and state income taxes.

             Net  earnings  increased  to $2.7 million in the three months ended
June 28, 1998 from a net loss of $0.2 million in the three months ended June 29,
1997, an increase of $2.9 million.  This increase was due to the above described
factors and the  incurrence  of an  extraordinary  loss of $1.1  million (net of
applicable income taxes of $0.7 million) in the three months ended June 29, 1997
on the refinancing of debt related to the Recapitalization.

             Adjusted  EBITDA (as defined  herein)  decreased to $7.4 million in
the three months ended June 28, 1998 from $8.8 million in the three months ended
June 29,  1997,  a decrease  of $1.4  million or 15.9%.  The decline in Adjusted
EBITDA  consisted  of a  decrease  in  sales  spread  of  $1.3  million  and  an
incremental increase in operating costs of $1.8 million,  offset by $1.7 million
from  increased  sales volume.  The decrease in sales spread was affected by the
continuing  decrease in aluminum prices in the three months ended June 28, 1998,
since market indexed prices charged to customers  declined more rapidly than the
costs  charged from  aluminum  inventory.  Adjusted  EBITDA per pound  decreased
$0.056 to $0.168 in the three months ended June 28,  1998,  reflecting  both the
lower Adjusted EBITDA and the increased pounds of product shipped.

SIX MONTHS ENDED JUNE 28, 1998 COMPARED TO SIX MONTHS ENDED JUNE 29, 1997

             The  Company's  net sales  increased  to $130.7  million in the six
months ended June 28, 1998 from $120.0  million in the six months ended June 29,
1997,  an increase of $10.7 million or 8.9%.  Net sales - products  increased to
$127.1  million in the six months ended June 28, 1998 from $112.9 million in the
six months ended June 29,  1997,  an increase of $14.2  million or 12.6%.  Gross
sales of value added products increased $6.3 million,  or 9.7%, to $71.2 million
in the six months ended June 28, 1998 from $64.9 million in the six months ended
June 29, 1997. Gross sales of mill finished  extrusions  increased $8.8 million,
or 16.8%,  to $61.3  million  in the six months  ended June 28,  1998 from $52.5
million in the six months ended June 29,  1997.  The gross sales price per pound
increased by 1.9%, reflecting an improved customer and product mix in both value
added and mill finished sales, offset by the


                                       10


<PAGE>

effect of a decline of $0.062 in the average  market price per pound of aluminum
and a higher percentage of mill finished sales as compared to value added sales.

             Pounds of product shipped  increased 8.1 million pounds,  or 10.8%,
to 83.2 million in the six months  ended June 28, 1998 from 75.1 million  pounds
of  product  shipped  in the six  months  ended  June  29,  1997.  Shipments  to
commercial construction increased 1.2 million pounds, primarily due to increased
shipments  for  several  large  architectural  projects,  offset by  declines in
shipments to  manufacturers  of  commercial  doors and windows.  In  residential
construction,  shipments  increased  1.2 million  pounds,  reflecting  increased
shipments  to  suppliers  to the  mobile  home  market,  offset by a decline  in
shipments  to  manufacturers  of  residential  doors and  windows.  Shipments to
transportation increased 3.4 million pounds, primarily due to increased business
with major trailer and specialty vehicle  manufacturers.  In consumer  durables,
shipments  increased  1.5 million  pounds,  reflecting  increased  shipments  to
manufacturers   of   pleasure   boats  and  office   furniture.   Shipments   to
equipment/electrical decreased 0.1 million pounds, primarily due to a decline in
shipments to one specialty industrial account,  offset by increased shipments to
electrical/electronic   accounts.   The  increase  of  0.9  million   pounds  to
distributors/other  resulted  from  increases in shipments  to  distributors  of
specialty products serving the southeastern and midwestern markets.

             Cost of sales  increased to $109.3 million for the six months ended
June 28,  1998 from  $99.9  million in the six months  ended June 29,  1997,  an
increase of $9.4 million or 9.4%.  Cost of sales - products  increased to $106.9
million in the six  months  ended  June 28,  1998 from $91.1  million in the six
months ended June 29, 1997, an increase of $15.8 million or 17.3%. This increase
resulted  from a $6.0  million  increase in  operating  costs and a $9.8 million
increase in aluminum costs.  Variable costs per pound increased to $0.441 in the
six months  ended  June 28,  1998 from  $0.415 in the six months  ended June 29,
1997,  a change  of  $0.026  per  pound.  This  increase  was  primarily  due to
additional  costs  associated  with a major upgrade of an extrusion  press,  the
effect of a 4 1/2 week work stoppage at one plant location,  additional overtime
costs  incurred in response  to the  increase in sales  volume and the effect of
initial lower productivity related to the hiring of new personnel.

             Gross  profit  increased  to $21.4  million in the six months ended
June 28,  1998 from  $20.2  million in the six months  ended June 29,  1997,  an
increase of $1.2 million or 5.9%.

             Selling,  general and  administrative  expenses  decreased  to $8.0
million in the six  months  ended  June 28,  1998 from $12.1  million in the six
months ended June 29, 1997, a decrease of $4.1 million or 33.9%.  This  decrease
is primarily  attributable to a decrease in compensation of $4.1 million related
to the settlement of employee stock options as part of the  Recapitalization  of
the Company in May 1997.

             Operating profit increased to $13.4 million in the six months ended
June 28,  1998 from $8.0  million in the six  months  ended  June 29,  1997,  an
increase of $5.4 million or 67.5%.

             Interest expense, net of interest income, increased to $5.4 million
in the six months  ended June 28, 1998 from $2.9 million in the six months ended
June 29, 1997, an increase of $2.5 million,  or 86.2%.  This increase was mainly
attributable to the increase in debt outstanding and higher  effective  interest
rates as a result  of the  Recapitalization,  offset in part by an  increase  in
interest income.  Income tax expense increased to $3.2 million in the six months
ended June 28, 1998 from $2.2 million in the six months ended June 29, 1997,  an
increase of $1.0 million,  or 45.5%.  The effective tax rates for the six months
ended  June 28,  1998 and June 29,  1997  were 40% and 44%  respectively,  which
differed  from the federal  statutory  rate of 35% primarily due to the goodwill
amortization and state income taxes.

             Net earnings increased to $4.8 million in the six months ended June
28, 1998 from $1.7 million in the six months ended June 29, 1997, an increase of
$3.1 million or 182%. This increase was due to the above  described  factors and
the  incurrence  of an  extraordinary  loss of $1.1 million  (net of  applicable
income  taxes of $0.7  million)  in the six months  ended  June 29,  1997 on the
refinancing of debt related to the Recapitalization.


                                       11


<PAGE>


             Adjusted EBITDA (as defined  herein)  decreased to $14.0 million in
the six months  ended June 28, 1998 from $15.8  million in the six months  ended
June 29,  1997,  a decrease  of $1.8  million or 11.4%.  The decline in Adjusted
EBITDA  consisted  of a  decrease  in  sales  spread  of  $2.5  million  and  an
incremental increase in operating costs of $2.6 million,  offset by $3.3 million
from  increased  sales volume.  The decrease in sales spread was affected by the
continuing  decrease in aluminum  prices in the six months  ended June 28, 1998,
since the market indexed prices charged to customers  declined more rapidly than
the costs charged from aluminum  inventory.  Adjusted EBITDA per pound decreased
$0.043 to $0.168 in the six months  ended  June 28,  1998,  reflecting  both the
lower Adjusted EBITDA and the increased pounds of product shipped.

LIQUIDITY AND CAPITAL RESOURCES

             The Company has  historically  obtained funds from its  operations,
augmented by borrowings under various credit agreements.  Aluminum price changes
increase or decrease  working  capital  requirements  since the dollar  value of
accounts  receivable,  inventories  and accounts  payable reflect these changes.
Working  capital  requirements  are generally  higher  during  periods of higher
aluminum prices.

             As of June 28,  1998,  the Company  had $105.0  million of Series B
Notes (as defined  herein)  outstanding  and no borrowings  under the New Credit
Facility  (as defined  herein).  The  significant  indebtedness  incurred by the
Company as a result of the  Recapitalization  in May 1997 has several  important
consequences,  the foremost being that interest expense is substantially  higher
than prior to the  Recapitalization.  The  ability of the Company to satisfy its
obligations pursuant to such indebtedness,  including the Series B Notes and the
Indenture  under which  these  notes were  issued,  will be  dependent  upon the
Company's  future  performance,  which,  in turn, will be subject to management,
financial and other  business  factors  affecting the business and operations of
the  Company,  some of which are not in the  Company's  control.  The  Company's
liquidity may also be impacted by environmental and other regulatory matters.

             The  Company  believes  that cash flow from  operating  activities,
together  with  borrowings  available  under the New  Credit  Facility,  will be
sufficient  to fund  currently  anticipated  working  capital  needs and capital
expenditure  requirements for at least several years.  However,  there can be no
assurance that this will be the case.

             CASH FLOWS FROM OPERATING ACTIVITIES

             Cash provided by operations  for the six months ended June 28, 1998
was $2.4  million as compared to $1.6  million for the six months ended June 29,
1997, an increase of $0.8 million or 50.0%.  Cash flow increased  primarily as a
result of increased net earnings and changes in  non-recurring  items related to
the  settlement  of  employee  stock  options  and  the  extraordinary  loss  on
refinancing  of debt as part of the  Recapitalization  in May  1997.  The  total
change  in net  working  capital  for the six  months  ended  June 28,  1998 was
comparable  to the total change in net working  capital for the six months ended
June 29, 1997.

             Total working  capital at June 28, 1998 was $34.9 million  compared
to $30.0  million at December  31,  1997,  an increase of $4.9 million or 16.3%.
Cash and cash equivalents  increased $0.6 million to $6.0 million due in part to
the terms and  conditions  of the Series B Notes  outstanding.  Changes in other
working  capital  accounts  reflected  factors  such as the impact of  increased
business activity,  the timing of incentive compensation payments, the effect of
declining aluminum prices, and the timing of interest payments.

             CASH FLOWS FROM INVESTING ACTIVITIES

             Expenditures  for property,  plant and equipment for the six months
ended  June 28,  1998 and June 29,  1997 were  $1.8  million  and $0.4  million,
respectively.  The Company curtailed its capital  expenditure program during the
first six months of 1997 due to the  Recapitalization.  The Company  anticipates
that expenditures for property, plant


                                       12


<PAGE>

and  equipment  will approach $4.0 million in 1998 and will average $3.5 million
per annum in the following four years.  In 1998,  approximately  $3.0 million of
the annual $4.0 million  expenditure is expected to be invested in  productivity
improvements and capacity  enhancements,  with the remainder expected to be used
for maintenance capital. In the following four years, approximately $2.5 million
of  the  annual  $3.5  million   expenditure  is  expected  to  be  invested  in
productivity improvements and capacity enhancements, with the remainder expected
to be used for maintenance capital.

             CASH FLOWS FROM FINANCING ACTIVITIES

             On May 28,  1997,  the  Company  issued  and  sold  $105.0  million
principal  amount of 10.125%  Series A Senior  Notes (the  "Series A Notes") due
2005.  The Company is required to make  semi-annual  payments of interest on the
Series A Notes on June 1 and December 1 of each year. The Company used a portion
of the  proceeds  from the  issuance  of the Series A Notes to repay an existing
credit  facility  and to retire its  14.125%  Senior  Subordinated  Notes (the "
Subordinated  Notes") due 2001.  Upon the  issuance  of the Series A Notes,  the
Company  entered into a New Credit  Facility,  which provides a secured  working
capital  line of $15.0  million  that  matures on the last  business day of June
2002. Under the New Credit Facility, the Company is required to make payments of
interest on a monthly or quarterly basis.

             The offering of the Series A Notes,  the  repayment of the existing
credit facility, the retirement of the Subordinated Notes, and the entering into
of a New Credit Facility were part of an overall recapitalization of the Company
(the  "Recapitalization").  As part of the Recapitalization,  the Company used a
substantial  portion of the proceeds  received from the issuance and sale of the
Series A Notes to pay a special  cash  dividend to holders of its common  stock,
settle existing employee stock options, and repurchase,  or offer to repurchase,
shares of common stock held by certain stockholders.

             In 1997,  the Company  paid a special  cash  dividend of $62.00 per
share, or $56.0 million,  to holders of common stock, paid an aggregate of $37.5
million for the repayment and  retirement of debt, and paid $1.2 million for the
repurchase and retirement of 152,100 shares of Class A Common Stock from certain
shareholders. The Company also incurred $4.1 million of compensation expense and
issued  158,042.5  shares of Class A Common Stock  related to the  settlement of
employee  stock  options.  The  compensation  expense  represents the difference
between  fair market value and the exercise  price on the  settlement  of 57,000
employee  stock options and $0.9 million of bonuses paid to satisfy a portion of
income  taxes  incurred  by option  holders as a result of  receiving  shares of
common stock.

             On November 7, 1997, the Company consummated an exchange of 100% of
the Series A Notes for $105.0  aggregate  principal  amount of 10.125%  Series B
Senior  Notes (the  "Series B Notes")  due 2005 which are  registered  under the
Securities Act of 1933, as amended.  The Company is required to make semi-annual
payments  of  interest  on the  Series B Notes on June 1 and  December 1 of each
year.

             REPURCHASE OF COMMON STOCK

             On May 14, 1998, the Company offered to repurchase all of the Class
A common stock of the Company  owned by CVG  Industria  Venezolana  de Aluminio,
C.A.  ("Venalum") for an aggregate purchase price of $3.1 million. The Company's
offer was  accepted  subject to receipt  by  Venalum  of certain  corporate  and
governmental consents and approvals. There can be no assurance that Venalum will
obtain the requisite  consents and approvals or that the repurchase of Venalum's
shares will be completed.

FUTURES CONTRACTS AND FORWARD SALES CONTRACTS

             In the normal course of business,  the Company  enters into forward
sales contracts with certain customers


                                       13


<PAGE>

for the sale of fixed  quantities of finished  products at scheduled  intervals.
The  aluminum  cost  component  of the forward  sales  contract is fixed for the
duration of the contract, based on forward market prices at the inception of the
contract.  In order to hedge its  exposure to aluminum  price  volatility  under
these  forward  sales  contracts,  the  Company  enters  into  aluminum  futures
contracts (a financial hedge) based on scheduled deliveries.

             At June 28,  1998,  the  Company  was  party to  $14.5  million  of
aluminum futures contracts  through  nationally  recognized  brokerage firms and
major metal brokers.  These aluminum  futures  contracts are for periods between
July 1998 and November 1999,  covering 21.4 million pounds of aluminum at prices
expected  to be  settled  financially  in cash as they  reach  their  respective
settlement  dates.  The Company  does not engage in any  speculative  trading of
futures contracts.

LIFO ADJUSTMENT AND INFLATION

             The largest  component of the Company's  cost of sales is aluminum,
its principal raw material. Aluminum costs can be volatile, and reported results
may vary due to LIFO adjustments, as previously discussed. With the exception of
LIFO  adjustments,  the  Company  does  not  believe  that  inflation  has had a
significant  impact on its results of  operations  for the three  months and six
months ended June 28, 1998 and June 29, 1997.

SEASONALITY

             The Company generally does not experience  significant  seasonality
in its business.  However,  working  capital  requirements  are often higher and
operating  results are often lower during the fourth quarter  principally due to
reduced  shipments  of product and  increased  inventory  due to the decrease in
sales  during  the  holiday  season and  increased  accounts  receivable  due to
customers delaying payment until after the year-end.

YEAR 2000 SYSTEMS COMPLIANCE

             The Company has  undertaken a number of  initiatives to ensure that
its  computer  systems,  microprocessors,   electronic  data  interchange  (EDI)
systems,  and other computer based applications are compliant with the Year 2000
requirements.  The Year  2000  issue  stems  from the fact  that  many  computer
programs  were  written with two,  rather than four,  digits to the identify the
applicable year. As a result, computer programs with time-sensitive software may
recognize a two-digit  code for any year in the next  century as related to this
century;  for example,  "00" entered into a date-field  for the year 2000 may be
interpreted as the year 1900,  resulting in system  failures or  miscalculations
and  disruptions  of  operations,  including,  among other  things,  a temporary
inability to process transactions or engage in other normal business activities.

             The Company has  completed an evaluation  of its  centralized  main
computer system and related software and has determined that this system and the
software is  compliant  with the Year 2000  requirements.  The Company is in the
process of evaluating its other computer systems,  microprocessors,  EDI systems
and other  computer based  applications  for Year 2000  compliance.  The Company
expects to complete any required Year 2000 remediation  prior to any anticipated
impact on its  operations.  The  Company  believes  that with  modifications  to
existing software and conversions to new systems,  where required, the Year 2000
issue will not pose significant  operational  problems for its computer systems.
However, if such modifications or conversions are not made, or are not completed
timely,  the Year 2000 issue could have a material  impact on the  operations of
the Company.

             The Company is also  contacting  vendors and customers to determine
the  extent to which the  Company's  interface  systems  are  vulnerable  to the
failure of such companies to remediate  their own Year 2000 issues.  There is no
guarantee  that the  systems of the  Company's  vendors  and  customers  will be
modified or  converted on a timely  basis by such  companies  and that such Year
2000 issues would not have a material impact on the operations of the Company.


                                       14

<PAGE>

COMMITMENTS AND CONTINGENCIES

             At June 28,  1998,  the  Company has  commitments  with eight North
American  suppliers  to purchase  52.1  million  pounds of primary  aluminum and
aluminum  billet  through  January 1999 at current market prices at the delivery
dates.  Management  expects that such quantities of aluminum will be utilized in
the normal course of operations during the terms of these agreements.

             The  Company  has  received  notice of claims  asserting  potential
liability  under  various  federal  and state  environmental  laws.  The Company
accrues for losses associated with  environmental  remediation  obligations when
such losses are probable and reasonably  estimable.  Based upon information that
is  currently  available,  management  does not expect  that the  resolution  of
environmental  claims  will  have a  material  adverse  effect  on the  Company.
However, given the inherent uncertainties in evaluating  environmental exposure,
it is not possible to predict the amount of future costs of environmental claims
which may be  subsequently  determined.  The  Company  has not  anticipated  any
insurance  proceeds  or  third-party   payments  in  determining  its  estimated
liability for environmental remediation.

             The  Company  is a party to a number of other  lawsuits  and claims
arising out of the conduct of its  business.  Although the  ultimate  results of
lawsuits and other  proceedings  against the Company  cannot be  predicted  with
certainty,  management  does not expect that these  matters will have a material
adverse effect on the Company and its operations.


PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

(a)          Exhibits

             27.1      Financial Data Schedule.

(b)          Reports on Form 8-K

             No reports on Form 8-K have been  filed by the  Corporation  during
the quarter covered by this report.

(c)          All other items were not applicable.


                                   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.


                          WELLS ALUMINUM CORPORATION


                          By: /s/ W. Russell Asher
                              --------------------
                               W. Russell Asher
                               Senior Vice President and Chief Financial Officer
                               (Principal Accounting Officer)


Date: August 3, 1998


                                       15