SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED:    March 31, 2001

[ ]      TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______

                         Commission file number: 0-21737

                             ZIMMERMAN SIGN COMPANY
             (Exact name of registrant as specified in its charter)

             Texas                                              75-0864498
             -----                                              ----------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                             Identification No.)


                              9846 Highway 31 East
                               Tyler, Texas 75705
                    (Address of principal executive offices)

                                 (903) 535-7400
                           (Issuer's telephone number)

                                 Not Applicable
         (Former name, former address and former fiscal year, if changed
                               since last report)

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. [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

 Common Stock, par value $0.01                          3,650,501 shares
------------------------------                          ----------------
   (Class of Common Stock)                      (Outstanding at April 30, 2001)






<PAGE>





                             ZIMMERMAN SIGN COMPANY

                                    FORM 10-Q

                                      INDEX


                                                                            Page
PART I - FINANCIAL INFORMATION                                         Number(s)

Item 1.       Unaudited Financial Statements

              Balance Sheets as of March 31, 2001 and December 31, 2000......  1

              Statements of Operations for the three months ended
                  March 31, 2001 and 2000......................................2

              Statements of Cash Flows for the three months ended March 31,
                  2001 and 2000................................................3

              Notes to Financial Statements ...................................4

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

Item 3.       Quantitative and Qualitative Disclosure about Market Risk.......11

PART II - OTHER INFORMATION

Item 1.        Legal Proceedings..............................................12
Item 2.        Changes in Securities and Use of Proceeds......................12
Item 3.        Defaults Upon Senior Securities................................12
Item 4.        Submission of Matters to a Vote of Security Holders............12
Item 5.        Other Information..............................................12
Item 6.        Exhibits and Reports on Form 8-K...............................12

Signatures        ............................................................13

Exhibit Index     ............................................................14





<PAGE>
<TABLE>
<CAPTION>
                             ZIMMERMAN SIGN COMPANY
                                 Balance Sheets
                      March 31, 2001 and December 31, 2000
                                   (Unaudited)
                                                                                  2001                     2000
                                                                            ------------------       -----------------
                                Assets
Current assets:

<S>                                                                                 <C>                     <C>
   Cash                                                                             $10,071                 $90,776
   Accounts receivable, net of allowance for doubtful accounts
     of $100,000                                                                  8,260,523               7,708,616
   Inventories                                                                   15,666,950              16,204,716
   Prepaids and other current assets                                                198,903                 161,737
   Federal income taxes receivable                                                  263,635                 554,335
   Deferred tax assets                                                              827,390                 802,779
                                                                            ------------------       -----------------
                           Total current assets                                  25,227,472              25,522,959
                                                                            ------------------       -----------------
Property, plant and equipment, net                                                3,031,016               3,104,524
Other assets                                                                        135,000                 155,554
                                                                            ------------------       -----------------
                                                                                $28,393,488             $28,783,037
                                                                            ==================       =================
                 Liabilities and Stockholders' Deficit

Current liabilities:
   Current installments of long-term debt                                        $1,305,000              $1,305,000
   Accounts payable                                                               6,386,554               6,486,854
   Accrued expenses                                                               1,716,270               1,524,190
   Income taxes payable                                                             157,069                  97,635
   Customer deposits                                                                469,361                 384,526
                                                                            ------------------       -----------------
                           Total current liabilities                             10,034,254               9,798,205
                                                                            ------------------       -----------------

Deferred tax liability                                                               63,181                  52,568
Long-term debt, excluding current installments:
   Bank debt                                                                     17,405,204              17,923,490
   Subordinated notes                                                             3,947,992               3,945,103
                                                                            ------------------       -----------------
                           Total long-term debt                                  21,353,196              21,868,593
                                                                            ------------------       -----------------

Redeemable preferred stock:
   8% Series A, $.01 par value, redemption value of
   $5,250,000; 52,500 shares authorized, issued and
   outstanding 6% Series B, $.01 par value, redemption value of $700,000;
7,000 shares authorized, issued and outstanding                                     700,000                 700,000
   6% Series C, $.01 par value, redemption value of $625,000;
   6,250 shares authorized, issued and outstanding                                  625,000                 625,000
                                                                            ------------------       -----------------
                           Total redeemable preferred stock                       6,046,921               6,022,919
                                                                            ------------------       -----------------

Stockholders' deficit:
   Common stock, $.01 par value. Authorized 15,000,000 shares; issued
     1,854,692 shares; outstanding 1,269,549 shares                                   18,547                 18,547
   Additional paid in capital                                                        358,629                382,632
   Accumulated deficit                                                           (7,433,240)             (7,312,427)
   Treasury stock, at cost, 585,143 common shares                                (2,048,000)             (2,048,000)
                                                                            ------------------       -----------------
                           Total stockholders' deficit                           (9,104,064)             (8,959,248)
                                                                            ------------------       -----------------
                                                                                 $28,393,488            $28,783,037
                                                                            ==================       =================
</TABLE>

See accompanying notes to financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>
                             ZIMMERMAN SIGN COMPANY
                            Statements of Operations
                   Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)

                                                       Three Months Ended
                                                            March 31
                                              -------------------------------------
                                                    2001                2000
                                              -----------------    ----------------

<S>                                               <C>                  <C>
Net sales                                         $12,094,759          $12,008,268
Cost of goods sold                                  9,990,377            9,825,597
                                              -----------------    ----------------
  Gross profit                                      2,104,382            2,182,671
Selling, general and administrative
expenses                                            1,367,756            1,553,576
Interest expense, net                                 616,951              570,093
                                              -----------------    ----------------
  Income before income taxes                          119,675               59,002
Income taxes                                           45,436               33,261
                                              -----------------    ----------------
  Net income                                           74,239               25,741
Preferred stock dividends and accretion
                                                      219,054              148,879
                                              -----------------    ----------------
  Net loss applicable to
common stock                                         (144,815)            (123,138)
                                              =================    ================
Basic and diluted net loss
  per common share                                     $(0.11)              $(0.10)
                                              =================    ================
</TABLE>

See accompanying notes to financial statements.






                                       2
<PAGE>
<TABLE>
<CAPTION>
                             ZIMMERMAN SIGN COMPANY
                            Statements of Cash Flows
                   Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)

                                                                                          2001                2000
                                                                                     ----------------    ----------------
Cash flows from operating activities:
<S>                                                                                          <C>                <C>
     Net income                                                                              $ 74,239           $ 25,741
     Adjustments to reconcile net income to net cash provided by
       operating activities:
       Depreciation and amortization                                                          124,609            127,315
       Deferred income tax                                                                     13,998           (154,534)

       Changes in operating assets and liabilities:
         Accounts receivable                                                                 (551,907)           (89,216)
         Inventories                                                                          537,766                754
         Federal income tax receivable                                                        290,700                 --
         Prepaids and other current assets                                                    (37,166)            (7,636)
         Other assets                                                                          20,554             21,132
         Accounts and income taxes payable and accrued expenses                              (201,201)          (304,679)
         Customer deposits                                                                     84,835            686,028
                                                                                     ----------------    ----------------
                  Net cash provided by operating activities                                   468,129            304,905
                                                                                     ----------------    ----------------
Cash flows used in investing activities - purchases of property, plant
     and equipment                                                                            (30,548)          (121,255)
                                                                                     ----------------    ----------------
Cash flows from financing activities:
     Net payments on revolving line of credit                                                (201,408)          (100,000)
     Principal payments on long-term debt                                                    (316,878)           (60,500)
     Dividends paid                                                                                --           (124,875)
                                                                                     ----------------    ----------------
                  Net cash used in financing activities                                      (518,286)          (285,375)
                                                                                     ----------------    ----------------
Net decreases in cash                                                                         (80,705)          (101,725)

Cash at beginning of period                                                                    90,776            113,914
                                                                                     ----------------    ----------------
Cash at end of period                                                                         $10,071            $12,189
                                                                                     ================    ================
</TABLE>


See accompanying notes to financial statements.

                                       3
<PAGE>

                             ZIMMERMAN SIGN COMPANY
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying financial statements have been prepared by Zimmerman Sign
     Company (the "Company"), without audit. In the opinion of management, all
     adjustments (which consist only of normal recurring adjustments) necessary
     to present fairly the financial position, results of operations and changes
     in cash flows at March 31, 2001 and for the three months ended March 31,
     2001 and 2000 have been made.

     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted. These financial statements
     should be read in conjunction with the financial statements and notes
     thereto included in the Company's 2000 Annual Report on Form 10-K. The
     results of operations for the period ended March 31, 2001 are not
     necessarily indicative of the operating results for the full year.

2.   Long-Term Debt
<TABLE>
<CAPTION>

     Long-term debt consisted of the following at March 31, 2001 and December
31, 2000:

                                                                                       2001                    2000
                                                                                  ---------------        ----------------

<S>                                                                               <C>                     <C>
         Revolving line of credit with a bank, due September 30, 2002, monthly
           interest at prime plus .25% or LIBOR plus 2.75%
           (7.81% to 9.45% at March 31, 2001)                                     $15,951,762             $16,153,170

         Secured term notes payable to a bank, due between October 1, 2002, and
           October 1, 2005, monthly payments of $108,750 plus interest at prime
           plus .25% to 1.5% or LIBOR plus 2.75% to 4.0% (8.25% to 9.12% at
           March 31, 2001)                                                          2,758,442               3,075,320

         Subordinated notes, $4,000,000 principal amount, due September 30,
           2005, interest payable quarterly at 15% (12% for 2000), quarterly
           payments of principal of $500,000 due beginning September 30, 2003,
           net of discount of $52,008 at March 31, 2001 and $54,897 at
           December 31, 2000                                                        3,947,992               3,945,103
                                                                                  -------------           -------------
                                                                                   22,658,196              23,173,593

         Less current installments                                                  1,305,000               1,305,000
                                                                                  -------------           -------------
                                                                                  $21,353,196             $21,868,593
                                                                                  =============           =============

</TABLE>
                                       4
<PAGE>
     The Senior Agreement and the Subordinated Agreement, each as defined under
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations," contain certain financial covenant requirements. The Company
     was not in compliance with certain of the financial covenants at December
     31, 2000, and obtained a waiver from the lenders. On April 9, 2001, the
     Company and its senior bank lender amended certain terms of the Senior
     Agreement and related finance documents, including certain financial
     covenants. The revolving line of credit and term notes are secured by all
     of the Company's assets, including inventory and accounts receivable.

     On April 13, 2001, the Company also amended the Notes, Series A Preferred
     Stock and the Warrants, each as defined under "Management's Discussion and
     Analysis of Financial Condition and Results of Operations," amending
     certain terms of the instruments and certain financial covenants in the
     Subordinated Agreement governing such instruments. The amendments to the
     Subordinated Agreement increase the interest payable on the Notes from 12%
     to 15% effective December 16, 2000, and allow the Company to defer payment
     of interest on the Notes that accrues prior to July 1, 2002 and a portion
     of such interest thereafter. The amendments to the Series A Preferred Stock
     increase the dividend rate for the Series A Preferred Stock from 8% to 11%
     effective December 16, 2000, and allow the Company to defer payment of
     dividends on the Series A Preferred Stock that accrue prior to July 1, 2002
     and a portion of such dividends thereafter. If the Company has achieved a
     specified cash flow leverage ratio for two consecutive measurement periods
     and accrued interest is paid, then the interest rate will be reduced to 12%
     and the dividend rate on the Series A Preferred Stock will be reduced to
     8%.

     In addition, in connection with amending the Company's credit facilities,
     Bank of America Capital Investors purchased 2,380,952 shares of the
     Company's common stock from the Company at a price per share of $0.84, for
     a total purchase price of $2,000,000 (the "Purchase"). The associated stock
     purchase agreement contains covenants that, among other things, limit
     mergers or consolidations, investments and liens. After the Purchase, Bank
     of America Capital Investors own shares of common stock representing 65.22%
     of the Company's outstanding common stock. The Company had 3,650,501 shares
     of common stock outstanding immediately following the Purchase and common
     shares outstanding assuming exercise of the outstanding options (including
     30,921 options which have not yet been granted) and warrants would be
     4,689,760. The price per share was based on an independent appraisal.
     Proceeds from the Purchase were used to reduce the outstanding debt under
     the Senior Agreement.

     Although there can be no assurance of future compliance with the covenants
     under its credit facilities, the Company believes that it will be able to
     comply with all financial covenants for subsequent quarterly measurement
     periods. Should the Company not be able to comply with these covenants, an
     event of default could occur under which, in accordance with the terms of
     one or more of the debt and stock agreements, the lenders under such
     agreements could require immediate repayment of the loans or notes plus
     accrued interest. In these circumstances, cross defaults could occur making
     substantially all of the Company's other long-term debt due. If such debt
     were to be accelerated, the Company cannot be certain that its assets would
     be sufficient to repay in full the debt that could be accelerated. If such
     events were to occur, the Company would seek additional debt or equity
     financing; however, there can be no assurance that such financing would be
     available or if available, on terms acceptable to the Company.

                                       5
<PAGE>



     At March 31, 2001, the Company had borrowed $16.0 million under its $17.0
     million revolving credit facility. At March 31, 2001, $2.8 million of the
     $6.5 million senior term loans and $4.0 million of the subordinated term
     loans were outstanding

3.   Net Loss Per Share

     Basic loss per share is computed by dividing loss applicable to common
     stockholders by the weighted-average number of common shares outstanding
     for the period. Loss applicable to common stock gives effect to preferred
     stock dividends and accretion of preferred stock for the difference between
     carrying value and liquidation preference.

     Shares used in calculating basic and diluted net income (loss) per share
     are as follows:
<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                                   March 31,

                                                               2001            2000
                                                            -----------    -----------

<S>                                                           <C>            <C>
     Weighted average common shares outstanding               1,269,549      1,269,549
     Dilutive securities - common stock options and               -                -
                                                            -------------- ----------
     warrants
     Weighted average common
         shares outstanding                                   1,269,549      1,269,549
                                                             ==========    ===========
</TABLE>

     Stock options and warrants totaling 1,008,338 and 1,003,338 shares were
     excluded from the three months ended March 31, 2001 and 2000 net loss per
     share calculations, respectively, as their inclusion would have been
     antidilutive.


4.   Recent Accounting Pronouncements

     SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
     as amended by SFAS No. 138, establishes standards for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, and for hedging activities. It requires that an entity recognize
     all derivatives as either assets or liabilities in the balance sheets and
     measure those instruments at fair value. It establishes conditions under
     which a derivative may be designated as a hedge, and establishes standards
     for reporting changes in the fair value of a derivative. The Company
     adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. The Company uses
     principally floating-rate debt to finance its operations. The debt
     agreements had interest rate collar agreements that limited the Company's
     exposure to fluctuating interest rates. The adoption of SFAS No. 133 and
     SFAS No 138 did not have a material effect on the financial statements
     because the Company's only derivative is an interest rate collar agreement
     (with a fair value of $-0- at December 31, 2000) that expired on March 27,
     2001.


                                       6
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the attached
unaudited financial statements and notes thereto, and with the Company's Annual
Report on Form 10-K for the year ended December 31, 2000, including audited
financial statements and notes thereto for the year ended December 31, 2000.

The Company's net sales for the three-month period ended March 31, 2001
increased slightly to $12.1 million from $12.0 million for the same period last
year. This increase in net sales is due largely to new images introduced by
several customers in both the petroleum and automotive areas that have begun to
be shipped in significant quantities.

The Company's gross profit margin for the three months ended March 31, 2001
decreased to 17.4% from 18.2% for the same period in 2000. The decrease is
primarily due to higher direct manufacturing costs, including a larger portion
of sales related to subcontracted installation efforts which have a lower direct
contribution margin, increased costs of factory utilities, overtime related to
extended shifts, and to several large health insurance claims for plant
personnel.

Selling, general and administrative expenses were $1.4 million or 11.3% of net
sales for the quarter ended March 31, 2001 compared to $1.6 million or 12.9% of
net sales for the same period in the prior year. The decrease for the three
month period is primarily the result of reduced head count, which decreased
office payroll and related employment taxes and benefits.

Interest expense increased to $617,000 for the three-month period ended March
31, 2001 from $570,000 for the same period in the prior year. The increase was
due primarily to increased interest rates related to the Subordinated Notes, as
discussed below.

Income before income taxes increased $61,000 to $120,000 for the three month
period ended March 31, 2001 compared to $59,000 for the same period in the prior
year. Increased income before income taxes resulted primarily from higher sales
volume and lower general and administrative costs, as noted above.

Liquidity and Capital Resources

Operating working capital (defined as accounts receivable plus inventories and
federal income taxes receivable, less accounts payable, including accrued
expenses, income taxes payable and customer deposits) decreased $512,000 to
$15,462,000 at March 31, 2001 from $15,974,000 at December 31, 2000. The
decrease in operating working capital resulted from a reduction in inventory,
which was partially offset by an increase in accounts receivable, and an
increase in accounts payable and accrued expenses. The decrease in inventory
resulted from increased sales of slower moving inventory and the increase in
accounts receivable corresponds to the billings for such supplies. Net cash of
$468,000 was provided by operating activities for the three months ended March
31, 2001 compared to $305,000 for the three months ended March 31, 2000.

Investing activities used $31,000 for the first three months of 2001 as a result
of net property and equipment purchases. Financing activities used net cash of
$518,000 as a result of net repayments of debt.

There were no significant capital expenditures in the period ending March 31,
2001. The Company's future capital expenditures will relate principally to the
acquisition of new machinery and equipment designed to increase productivity and
factory efficiency. During fiscal year 2000, capital projects to expand
production resulted in expenditures of $0.2 million. Management expects similar
or greater projects in the future. The Company believes its cash generated from
operations and funds available under the senior credit facilities are sufficient
for it's capital expenditures for the year 2001.

                                       7
<PAGE>
On September 30, 1998, the Company entered into an Amended and Restated
Revolving Credit and Term Loan Agreement (the "Senior Agreement") with Comerica
Bank-Texas, the Company's senior bank lender, totaling $23.5 million (consisting
of a $17.0 million revolving credit facility and $6.5 million of senior term
loans) to replace an existing credit facility with a revolving credit line and
term loan. The revolving line of credit and term notes are secured by all of the
Company's assets, including inventory and accounts receivable.

Also, on September 30, 1998, the Company entered into a Senior Subordinated
Note, Preferred Stock and Warrant Purchase Agreement (the "Subordinated
Agreement") with Bank of America Capital Investors and certain members of
Company management pursuant to which the Company issued $4.0 million of senior
subordinated notes (the "Notes") and 52,500 shares of the Company's Series A
Preferred Stock (the "Series A Preferred Stock") which has a liquidation and
redemption value of $5.25 million and is mandatorily redeemable on September 30,
2006. The Series A Preferred Stock is also redeemable at the option of the
Company and if redeemed prior to September 30, 2003, the redemption value would
increase between 1% and 5%. In connection with the issuance of the Notes and
Series A Preferred Stock, the Company issued warrants representing the right to
purchase up to 37% of the Company's common stock (161,880 warrants related to
the Notes and 1,036,034 warrants related to the Series A Preferred Stock) at an
exercise price of $3.79 per share, the approximate market price of the common
stock at the transaction date (the "Warrants"). The carrying values of the Notes
and Series A Preferred Stock were reduced to reflect the estimated fair value of
the Warrants, $0.70 per share, which has been included in additional paid in
capital. The Notes and Series A Preferred Stock are being accreted from their
current carrying values to their redemption values over the lives of the
respective instruments using the interest method.

On July 31, 2000, the Company amended the Senior Agreement. The terms and
conditions of the amended Senior Agreement were substantially the same as the
original facility except that the revolving line of credit term was extended to
September 30, 2002, and that several definitions and certain financial covenants
were modified.

On September 30, 2000, the Company amended the Subordinated Agreement. The terms
and conditions of the amended agreement were substantially the same as the
original agreement except that several definitions and certain financial
covenants were modified.

The Senior Agreement and the Subordinated Agreement contain certain financial
covenant requirements. The company was not in compliance with certain of the
financial covenants at December 31, 2000, and obtained a waiver from the
lenders. On April 9, 2001, the Company and its senior bank lender amended
certain terms of the Senior Agreement and related finance documents, including
certain financial covenants.

On April 13, 2001, the Company also amended the Notes, Series A Preferred Stock
and the Warrants, amending certain terms of the instruments and certain
financial covenants in the Subordinated Agreement governing such instruments.
The amendments to the Subordinated Agreement increase the interest payable on
the Notes from 12% to 15% effective December 16, 2000, and allow the Company to
defer payment of interest on the Notes that accrues prior to July 1, 2002 and a
portion of such interest thereafter. The amendments to the Series A Preferred
Stock increase the dividend rate for the Series A Preferred Stock from 8% to 11%
effective December 16, 2000, and allow the Company to defer payment of dividends
on the Series A Preferred Stock that accrue prior to July 1, 2002 and a portion
of such dividends thereafter. If the Company has achieved a specified cash flow
leverage ratio for two consecutive measurement periods and accrued interest is
paid, then the interest rate will be reduced to 12% and the dividend rate on the
Series A Preferred Stock will be reduced to 8%.

                                       8
<PAGE>
In addition, in connection with amending the Company's credit facilities, Bank
of America Capital Investors purchased 2,380,952 shares of the Company's common
stock at a price per share of $0.84, for a total purchase price of $2,000,000
(the "Purchase"). The associated stock purchase agreement contains covenants
that, among other things, limit mergers or consolidations, investments and
liens. After the Purchase, Bank of America Capital Investors own shares of
common stock representing 65.22% of the Company's outstanding common stock. The
Company had 3,650,501 shares of common stock outstanding immediately following
the Purchase and common shares outstanding assuming exercise of the outstanding
options (including 30,921 options which have not yet been granted) and warrants
would be 4,689,760. The price per share was based on an independent appraisal.
Proceeds from the Purchase were used to reduce the outstanding debt under the
Senior Agreement.

Although there can be no assurance of future compliance with the covenants under
its credit facilities, the Company believes that it will be able to comply with
all financial covenants for subsequent quarterly measurement periods. Should the
Company not be able to comply with these covenants, an event of default could
occur under which, in accordance with the terms of one or more of the debt and
stock agreements, the lenders under such agreements could require immediate
repayment of the loans or notes plus accrued interest. In these circumstances,
cross defaults could occur making substantially all of the Company's other
long-term debt due. If such debt were to be accelerated, the Company cannot be
certain that its assets would be sufficient to repay in full the debt that could
be accelerated. If such events were to occur, the Company would seek additional
debt or equity financing; however, there can be no assurance that such financing
would be available or if available, on terms acceptable to the Company.

                                       9
<PAGE>

At March 31, 2001, the Company had borrowed $16.0 million under its $17.0
million revolving credit facility. At March 31, 2001, $2.8 million of the $6.5
million senior term loans and $4.0 million of the subordinated term loans were
outstanding. The Company believes that its cash flow from operations and
available borrowings under its credit facilities will satisfy its planned
operational requirements for 2001. The Company has examined and continues to
explore alternative capital sources; however, there can be no assurance that any
further financing can be obtained on terms acceptable to the Company.

Seasonality

The Company's sales exhibit limited seasonality, with sales in the first quarter
generally being the lowest of the four calendar quarters. First quarter sales
tend to be relatively lower because of weather constraints which may restrict
customers' construction activities and may reduce their sign purchases.

Forward-Looking Information

This report and other reports and statements filed by the Company from time to
time with the Securities and Exchange Commission (collectively, "SEC Filings")
contain or may contain certain forward-looking statements and information that
are based on the beliefs of, and information currently available to, the
Company's management as well as estimates and assumptions made by the Company's
management. When used in SEC Filings, the words "anticipate," "believe,"
"estimate," "expect," "future," "intend," "plan" and similar expressions as they
relate to the Company or the Company's management, identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions relating to the Company's operations and results of operations,
competitive factors and pricing pressures, shifts in market demand, the
performance and needs of the industries served by the Company, the costs for
product development and other risks and uncertainties, including, in addition to
any uncertainties specifically identified in the text surrounding such
statements, uncertainties with respect to changes or development in social,
economic, business, industry, market, legal and regulatory circumstances and
conditions and actions taken or omitted to be taken by third parties, including
the Company's shareholders, customers, suppliers, business partners,
competitors, and legislative, regulatory, judicial and other governmental
authorities and officials. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may vary significantly from those anticipated, believed, estimated,
expected, intended or planned.

The Company does not intend to and undertakes no obligation to update any
forward-looking statements and information, but investors are advised to consult
previous and any future disclosures by the Company in its SEC Filings regarding
important factors that could cause actual results to differ from expected or
historical results. It is not possible to foresee or identify all such factors
and, as such, investors should not consider any list of such factors to be an
exhaustive statement of all risks, uncertainties or potentially inaccurate
assumptions.


                                       10
<PAGE>

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The principal market risk (i.e. the risk of loss arising from adverse changes in
market rates and prices) to which the Company is exposed is interest rates on
its outstanding debt. At March 31, 2001, the Company has $18.7 million of debt
outstanding under its senior credit facilities, which provide for interest to be
charged at the prime rate plus a margin of 0.25% to 1.5% or at a LIBOR rate plus
a margin of 2.75% to 4.0%. Based on the Company's level of outstanding debt, a
100 basis points change in the interest rate would result in a $0.2 million
annual change in interest expense.

The Company had an interest rate collar agreement through March 27, 2001, that
was used to reduce the potential impact of fluctuations in interest rates on
floating-rate long-term debt.


                                       11
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

               None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

               None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

               None.

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

The unanimous written consent of the holders of the Company's Preferred Stock,
Series A was solicited in connection with the adoption of an Amended and
Restated Certificate of Designation of Preferred Stock, Series A (the "Amended
Certificate"), amending and restating the terms and provisions of the
Certificate of Designations of Preferred Stock, Series A, adopted by the Board
of Directors of the Company on September 29, 1998.

The Amended Certificate provides, among other things, that (i) the rate at which
dividends for Series A Preferred Stock shall be paid or shall accrue (the
"Dividend Rate") shall increase from 8% per annum to 11% per annum; provided
however that if the Company's cash flow leverage ratio remains below a specified
level for a specified period of time, and the Company has paid all accrued
dividends, the Dividend Rate will decrease to 8%; (ii) the number of directors
to be elected by the holders of Series A Preferred Stock (the "Preferred
Stockholders") shall be increased from two to three, (iii) each director of the
Company elected by the Preferred Stockholders shall be entitled to cast two
votes with respect to any matter submitted to a vote of the Board of Directors
of the Company; (iv) at any time during which the Dividend Rate is 11.0%, the
Company may defer the payment of all of the dividends to Preferred Stockholders
that accrue prior to July 1, 2002, and may defer the payment of a portion of the
dividends to Preferred Stockholders that accrue after July 1, 2002 and (v) if an
event of noncompliance (as defined in the Amended Certificate) has occurred, the
Dividend Rate will immediately increase to 13%, and if such event of
noncompliance remains uncured for a period of 180 days, the Dividend Rate shall
increase to 15%.

The Amended Certificate was adopted by the unanimous written consent of the
Preferred Stockholders on April 12, 2001.

ITEM 5.  OTHER INFORMATION

                             None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      See Exhibit Index on page 14.
(b)      No reports on Form 8-K were filed during the quarter ended
         March 31, 2001.


                                       12
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on May 14, 2001.


                        ZIMMERMAN SIGN COMPANY
                              Registrant



                         /s/Jeffrey P. Johnson
                         Vice President, Chief Financial Officer
                         (Authorized Officer and Principal Financial Officer)


                                       13
<PAGE>



                             ZIMMERMAN SIGN COMPANY

                                  EXHIBIT INDEX


Exhibit No.    Title

3.1            Amended and Restated Articles of Incorporation of Zimmerman Sign
               Company. (3)

3.2            Amended and Restated Certificate of Designation of Preferred
               Stock, Series A, amended and restated as of April 13, 2001. (5)

3.3            Certificates of Designation of Preferred Stock, Series B and
               Series C. (1)

3.4            Amended and Restated Bylaws of Zimmerman Sign Company, amended
               and restated as of September 29, 1998. (1)

4.1            Distribution Agreement, dated as of November 26, 1996, among
               Zimmerman and Independence Holding Company. (3)

4.2            Amended and Restated Registration Agreement by and among
               Zimmerman, Continental Illinois Venture Corporation, MIG Partners
               VIII and certain shareholders of Zimmerman, dated as of April 13,
               2001. (5)

4.3            Amended and Restated Stockholders Agreement by and between
               Zimmerman and certain shareholders, dated as of April 13, 2001.
               (5)

10.1           Second Amended and Restated Revolving Credit and Term Loan
               Agreement, dated as of September 30, 1998, by and between
               Zimmerman and Comerica Bank-Texas. (1)

10.2           Senior Subordinated Note, Preferred Stock and Warrant Purchase
               Agreement, dated as of September 30, 1998, by and between
               Zimmerman, Continental Illinois Venture Corporation, MIG Partners
               VIII and certain management purchasers. (1)

10.3           Stock Option Plan of Zimmerman, dated as of December 1, 1996. (3)

10.4           Share Option Purchase Agreement, dated as of September 30, 1998,
               by and between Zimmerman and certain shareholders. (1)

10.5           Purchase Agreement, dated as of September 30, 1998, by and
               between Zimmerman and David E. Anderson. (1)

10.6           Letter Agreement, dated as of September 30, 1998, by and among
               Zimmerman and certain shareholders. (1)

10.7           First Amendment to the Second Amended and Restated Revolving
               Credit and Term Loan Agreement by and between Zimmerman and
               Comerica Bank-Texas, dated as of July 31, 2000. (2)

10.8           Amendment No. 1 to Senior Subordinated Note, Preferred Stock and
               Warrant Purchase Agreement among Zimmerman, Continental Illinois
               Venture Corporation, MIG Partners VIII and certain management
               purchasers, dated as of September 30, 2000. (2)

10.9           Second Amendment to the Second Amended and Restated Revolving
               Credit and Term Loan Agreement, between Zimmerman and Comerica
               Bank-Texas, dated as of April 9, 2001. (5)

10.10          Third Restated Revolving Credit Note with Zimmerman as Maker and
               payable to Comerica Bank-Texas in the amount of $17,000,000.00,
               dated as of April 9, 2001. (5)

10.11          Second Modification Agreement (Cherokee County), dated as of
               April 9, 2001 made by Zimmerman in connection with the Second
               Amendment to the Second Amended and Restated Revolving Credit and
               Term Loan Agreement, between Zimmerman and Comerica Bank-Texas,
               dated as of April 9, 2001. (5)

10.12          Third Modification Agreement (Harrison County), dated as of April
               9, 2001 made by Zimmerman in connection with the Second Amendment
               to the Second Amended and Restated Revolving Credit and Term Loan
               Agreement, between Zimmerman and Comerica Bank-Texas, dated as of
               April 9, 2001. (5)

10.13          Security Agreement (All Assets), dated as of April 9, 2001 made
               by Zimmerman in connection with the Second Amendment to the
               Second Amended and Restated Revolving Credit and Term Loan
               Agreement, between Zimmerman and Comerica Bank-Texas, dated as of
               April 9, 2001. (5)

10.14          Amendment No. 2 to Senior Subordinated Note, Preferred Stock and
               Warrant Purchase Agreement among Zimmerman, Continental Illinois
               Venture Corporation, MIG Partners VIII and certain management
               purchasers, dated as of April 13, 2001. (5)

10.15          Form of Stock Purchase Warrant issued by Zimmerman, dated as of
               April 13, 2001 to replace the Stock Purchase Warrants issued by
               Zimmerman in connection with the Senior Subordinated Note,
               Preferred Stock and Warrant Purchase Agreement, dated as of
               September 30, 1998. (5)

10.16          Form of Senior Subordinated Note issued by Zimmerman, dated as of
               April 13, 2001 to replace the 12% Senior Subordinated Notes
               issued by Zimmerman in connection with the Senior Subordinated
               Note, Preferred Stock and Warrant Purchase Agreement, dated as of
               September 30, 1998. (5)

10.17          Common Stock Purchase Agreement by and among Zimmerman,
               Continental Illinois Venture Corporation and MIG Partners VIII,
               dated as of April 13, 2001. (5)

10.18          Form of Agreement of Shareholder (Series A Preferred) by and
               between Comerica Bank-Texas and Zimmerman's Preferred Stock
               holders. (5)

10.19          Form of Ratification and Consent by and among Zimmerman, Comerica
               Bank-Texas and certain of Zimmerman's noteholders. (5)

99.1           Registration Statement on Form 10/A-2 filed by Zimmerman with the
               Securities and Exchange Commission and declared effective on
               December 16, 1996. (4)

(1)  Previously filed as an exhibit to the Company's Form 10-Q for the quarter
     ended September 30, 1998 and incorporated herein by reference.

(2)  Previously filed as an exhibit to the Company's Form 10-Q for the quarter
     ended September 30, 2000 and incorporated herein by reference.

(3)  Previously filed as an exhibit to the Company's Registration Statement on
     Form 10 (No. 000-21737) and incorporated herein by reference.

(4)  Previously filed (No. 000-21737).

(5)  Previously filed as an exhibit to the Company's Form 10-K for the year
     ended December 31, 2000 and incorporated herein by reference.