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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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FORM 10-Q

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(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 28, 1998

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-16114

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INACOM CORP.

(Exact name of registrant as specified in its charter)

DELAWARE 47-0681813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

10810 FARNAM, SUITE 200
OMAHA, NEBRASKA 68154
(Address of principal executive offices)

TELEPHONE NUMBER (402) 392-3900

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

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 twelve months, and (2) has been subject to such filing
requirements for the past ninety days:

Yes /X/ No / /

As of April 28, 1998 there were 15,377,828 common shares of the registrant
outstanding.

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INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

DECEMBER
MARCH 28, 27,
1998 1997
--------- -----------
Current assets:
Cash and cash equivalents......................................... $ 34,049 $ 52,592
Accounts receivable, net.......................................... 315,961 252,067
Deferred income taxes............................................. 7,593 6,327
Inventories....................................................... 487,274 429,362
Other current assets.............................................. 8,775 7,431
--------- -----------
Total current assets............................................ 853,652 747,779
--------- -----------
Other assets, net................................................... 38,646 34,502
Cost in excess of net assets of businesses acquired,
net of accumulated amortization................................... 119,900 88,411
Property and equipment, net......................................... 91,376 89,847
--------- -----------
$1,103,574 $ 960,539
--------- -----------
--------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.................................................. $ 451,364 $ 409,513
Notes payable..................................................... 48,500 --
Income taxes payable.............................................. 3,884 5,908
Other current liabilities......................................... 106,686 74,372
--------- -----------
Total current liabilities....................................... 610,434 489,793
--------- -----------
Convertible subordinated debentures................................. 141,500 141,500
Other long-term liabilities......................................... 215 226
Deferred income taxes............................................... 3,804 3,804

Stockholders' equity:
Capital stock:
Class A preferred stock of $1 par value.
Authorized 1,000,000 shares; none issued........................ -- --
Common stock of $.10 par value. Authorized 30,000,000 shares;
issued 15,356,878 shares in 1998 and 14,825,049 in 1997......... 1,536 1,482
Additional paid-in capital........................................ 231,181 216,671
Retained earnings................................................. 116,547 107,063
--------- -----------
349,264 325,216

Less unearned restricted stock.................................... (1,643) --
--------- -----------
Total stockholders' equity...................................... 347,621 325,216
--------- -----------
$1,103,574 $ 960,539
--------- -----------
--------- -----------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

THIRTEEN WEEKS ENDED
------------------------
MARCH 28, MARCH 29,
1998 1997
------------ ----------

Revenues:
Computer products..................................................................... $ 898,373 $ 772,753
Computer services..................................................................... 75,042 47,631
Communications products and services.................................................. 27,038 21,306
------------ ----------
1,000,453 841,690
------------ ----------
Direct costs:
Computer products..................................................................... 854,221 728,749
Computer services..................................................................... 42,611 27,653
Communications products and services.................................................. 21,584 16,199
------------ ----------
918,416 772,601
------------ ----------
Gross margin............................................................................ 82,037 69,089
Selling, general and administrative expenses............................................ 58,430 53,163
------------ ----------
Operating income........................................................................ 23,607 15,926
Interest expense........................................................................ 7,532 7,036
------------ ----------
Earnings before income taxes............................................................ 16,075 8,890
Income tax expense...................................................................... 6,591 3,645
------------ ----------
Net earnings............................................................................ $ 9,484 $ 5,245
------------ ----------
------------ ----------
Earnings per share:
Basic................................................................................. $ 0.63 $ 0.48
Diluted............................................................................... $ 0.54 $ 0.42
------------ ----------
------------ ----------
Common shares and equivalents outstanding:
Basic................................................................................. 15,000 11,000
Diluted............................................................................... 19,700 13,600
------------ ----------
------------ ----------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(AMOUNTS IN THOUSANDS)

THIRTEEN WEEKS ENDED
------------------------
MARCH 28, MARCH 29,
1998 1997
------------ ----------

Cash flows from operating activities:
Net earnings.......................................................................... $ 9,484 $ 5,245
Adjustments to reconcile net earnings to net cash used by operating activities:
Depreciation and amortization....................................................... 10,096 6,556
Changes in assets and liabilities, net of effects from business combinations:
Accounts receivable............................................................... (49,375) 10,831
Inventories....................................................................... (56,422) 30,583
Other current assets.............................................................. (1,305) (1,898)
Accounts payable.................................................................. 28,121 (45,222)
Other liabilities................................................................. 26,158 (22,541)
Income taxes...................................................................... (3,290) (1,258)
------------ ----------
Net cash used by operating activities........................................... (36,533) (17,704)
------------ ----------
Cash flows from investing activities:
Additions to property and equipment................................................... (9,002) (11,660)
Business combinations................................................................. (10,197) (4,100)
(Advances of) receipts from notes receivable.......................................... (1,735) 60
Other, including advances to affiliates............................................... (9,663) 105
------------ ----------
Net cash used in investing activities........................................... (30,597) (15,595)
------------ ----------
Cash flows from financing activities:
Proceeds from receivables sold........................................................ -- 100,000
Proceeds from (payments of) short-term debt........................................... 48,500 (60,770)
Proceeds from the exercise of employee stock options.................................. 87 56
------------ ----------
Net cash provided by financing activities....................................... 48,587 39,286
------------ ----------
Net increase in cash and cash equivalents............................................... (18,543) 5,987
Cash and cash equivalents, beginning of the period...................................... 52,592 31,410
------------ ----------
Cash and cash equivalents, end of the period............................................ $ 34,049 $ 37,397
------------ ----------
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INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

The condensed and consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The condensed
and consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
Annual Report to Stockholders and the Company's Annual Report on Form 10-K for
the fiscal year ended December 27, 1997. The results of operations for the
thirteen weeks ended March 28, 1998 are not necessarily indicative of the
results for the entire fiscal year ending December 26, 1998.

2. ACCOUNTS RECEIVABLE

The Company has entered into an agreement to sell $200 million of accounts
receivable, with limited recourse, to an unrelated financial institution. The
agreement was initially entered into in June 1995 with respect to $100 million
of accounts receivable and was amended in January 1997 to sell an additional
$100 million of accounts receivable. New qualifying receivables are sold to the
financial institution as collections reduce previously sold receivables in order
to maintain a balance of $200 million sold receivables. On March 28, 1998, $48.0
million of additional accounts receivable were designated to offset potential
obligations under limited recourse provisions; however, historical losses on
Company receivables have been substantially less than such additional amount. On
March 28, 1998, the implicit interest rate on the receivable sale transaction
was 6.0%.

3. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market and consist of computer hardware, software, voice and data equipment, and
related materials.

4. DIRECT COSTS

In the first quarter of 1998, the Company changed the manner in which
services' labor costs are reported. The Company now classifies direct costs of
services personnel in direct costs; previously, such costs were included in
selling, general and administrative expenses. Prior periods have been
reclassified to conform with the current year's presentation.

5. EARNINGS PER SHARE

Earnings per share of common stock have been computed on the basis of the
weighted average number of shares of common stock outstanding after giving
effect to equivalent common shares from dilutive stock options and convertible
subordinated debentures. Statement of Financial Accounting Standards (SFAS) No.
128 "Earnings Per Share", which is effective for periods ending after December
15, 1997, requires companies to present, both currently and retroactively, basic
earnings per share and diluted earnings per share instead of primary and
fully-diluted earnings per share. Accordingly, earnings per share for all
periods presented have been restated to apply the provisions of SFAS No. 128.
Diluted earnings per share includes an increase to the numerator of $1.1 million
in the first quarter of 1998 and $0.5 million in the first quarter of 1997 for
interest expense that would not have been incurred if the convertible
subordinated debentures were converted to common stock, and the denominator
includes an increase to common shares and equivalents outstanding of 4.7 million
shares in the first quarter of 1998 and

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

5. EARNINGS PER SHARE (CONTINUED)
2.6 million shares in the first quarter of 1997 for additional common shares
that would have been outstanding if the convertible subordinated debentures and
certain stock options were exercised.

5. MARKETING DEVELOPMENT FUNDS

Primary vendors of the Company provide various incentives, in cash or credit
against obligations, for promoting and marketing their product offerings. The
funds or credits received are based on the purchases or sales of the vendor's
products and are earned through performance of specific marketing programs or
upon completion of objectives outlined by the vendors. Funds or credits earned
are applied to direct costs or selling, general and administrative expenses
depending on the objectives of the program. Funds or credits from the Company's
primary vendors typically range from 1% to 5% of purchases.

6. BUSINESS COMBINATIONS

During the first quarter of 1998, the Company consummated several business
combinations. The total consideration given for these business combinations was
$10.2 million in cash and 364,963 shares of common stock. The business
combinations were accounted for as purchases and accordingly the condensed and
consolidated financial statements reflect the operations of the acquired
entities since the respective acquisition dates. If the above business
combination had occurred at the beginning of the quarter, the pro forma
operations of the Company would not have been materially different than that
reported in the accompanying condensed and consolidated statement of operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIS REPORT ON FORM 10-Q CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND
INFORMATION RELATING TO INACOM THAT ARE BASED ON THE BELIEFS OF INACOM
MANAGEMENT AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO
INACOM MANAGEMENT. SUCH STATEMENTS REFLECT THE CURRENT VIEW OF INACOM WITH
RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS, INCLUDING THE CERTAIN BUSINESS FACTORS DESCRIBED IN INACOM'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 27, 1997. SHOULD ONE OR MORE OF
SUCH RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS
BELIEVED, ESTIMATED OR EXPECTED.

RESULTS OF OPERATIONS

The following tables set forth, for the indicated periods, revenues, gross
margins, and net earnings and the mix of revenues, gross margins, and net
earnings of the Company segmented by the three main classifications:

SUMMARY OF OPERATING RESULTS

THIRTEEN WEEKS ENDED
----------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
1998 1997 1998 1997
--------- --------- ----------- -----------
(IN THOUSANDS)
Revenues:
Computer products................................ $ 898,373 $ 772,753 89.8% 91.8%
Computer services................................ 75,042 47,631 7.5 5.7
Communications products and services............. 27,038 21,306 2.7 2.5
--------- --------- ----- -----
Total.......................................... $1,000,453 $ 841,690 100.0% 100.0%
--------- --------- ----- -----
--------- --------- ----- -----
Gross Margin:
Computer products................................ $ 44,152 $ 44,004 53.8% 63.7%
Computer services................................ 32,431 19,978 39.5 28.9
Communications products and services............. 5,454 5,107 6.7 7.4
--------- --------- ----- -----
Total.......................................... $ 82,037 $ 69,089 100.0% 100.0%
--------- --------- ----- -----
--------- --------- ----- -----
Net Earnings:
Computer products................................ $ 5,748 $ 2,334 60.6% 44.5%
Computer services................................ 3,127 2,229 33.0 42.5
Communications products and services............. 609 682 6.4 13.0
--------- --------- ----- -----
Total.......................................... $ 9,484 $ 5,245 100.0% 100.0%
--------- --------- ----- -----
--------- --------- ----- -----

The following table sets forth, for the indicated periods, the gross margin
percentage of the three main classifications and the consolidated gross margin
percentage of the Company:

THIRTEEN WEEKS ENDED
----------------------------
MARCH 28, MARCH 29,
1998 1997
------------- -------------

Gross Margin:
Computer products........................................................................ 4.9% 5.7%
Computer services........................................................................ 43.2 41.9
Communications products and services..................................................... 20.2 24.0
Consolidated Gross Margin.............................................................. 8.2% 8.2%

REVENUES

Revenues for the first quarter of 1998 increased $158.8 million or 18.9%
over the first quarter of 1997. Revenue growth resulted from an increase in all
revenue components. Computer product sales increased $125.6 million or 16.3%
during the first quarter of 1998 compared to the same period in 1997. Revenues
from computer services increased $27.4 million or 57.6% during the first quarter
of 1998 compared to the same period in 1997. Revenues from communication
products and services increased $5.7 million or 26.9% during the first quarter
of 1998 compared to the same period in 1997.

Computer product revenues increased primarily as a result of an increase in
products shipped directly to the end-user, overall industry growth, and the
acquisitions completed by the Company-owned business centers. The increase in
computer product revenues related to acquisitions was approximately $48.8
million for the first quarter of 1998. The increase in computer product sales
resulted from an increase in sales through the Company-owned business centers
($114.5 million or 33.0% over the first quarter of 1997) and an increase in
sales through the independent reseller channel ($11.1 million or 2.6% over the
first quarter of 1997).

Revenues from computer services increased as a result of increased sales
efforts for such service offerings, the inclusion of these services with
increasing computer product sales, and the recent acquisitions completed by the
Company. The increase in computer services revenues related to acquisitions was
approximately $9.0 million for the first quarter of 1998. The increase in
computer services sales resulted primarily from an increase in sales through the
Company-owned business centers ($26.6 million or 59.5% over the first quarter of
1997). Revenues from communication products and services increased as a result
of broad based growth from the communications product and service offerings.

GROSS MARGINS

The Company's consolidated gross margin percentage in the first quarter of
1998 was unchanged when compared to the same period in 1997. The decrease in
gross margin percentage for computer products resulted primarily from a decrease
in the margin percentage on computer product sales through the Company-owned
business centers and the independent reseller channel in the first quarter of
1998. The increase in gross margin percentage for computer services resulted
from an increase in the mix of services to include more higher-margin systems
integration and support services versus technology procurement services. The
decrease in gross margin percentage for the communication products and services
resulted from an increase in lower margin sales to dealers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the quarter ended
March 28, 1998 increased $5.2 million to $58.4 million versus $53.2 million for
the corresponding period in 1997. SG&A as a percent of revenues decreased to
5.8% in the first quarter of 1998 versus 6.3% in the first quarter of 1997. This
decrease in SG&A as a percent of revenues resulted primarily from efficiencies
achieved in the costs of handling the increased product and communications
revenues. Services' SG&A as a percentage of services' revenues increased to
34.5% in the first quarter of 1998 from 31.5% in the first quarter of 1997
primarily due to the investment in realigning the direct field force in the
services division. The Company incurred additional costs during the first
quarter of 1998 related to integrating the acquisitions completed in 1997 and
acquisitions completed in the first quarter of 1998. The increase in SG&A
related to acquisitions was approximately $6.6 million in the first quarter of
1998.

INTEREST EXPENSE

Interest expense was $7.5 million in the first quarter of 1998 versus $7.0
million in the first quarter of 1997. Interest expense increased primarily due
to higher average daily borrowings. Average daily borrowings for the first
quarter of 1998 were $69.1 million more than the average daily borrowings for
the same

period in the prior year while the average daily-borrowing interest rate
decreased approximately 70 basis points. The increase in the average daily
borrowings resulted primarily from financing an increase in accounts receivable
resulting from the increase in revenues and the increase in inventory levels.
The decrease in the average daily-borrowing interest rate resulted primarily
from the issuance of $86.25 million of 4.5% convertible subordinated debentures
in November 1997 (see "Liquidity and Capital Resources").

NET EARNINGS

Net earnings for the quarter ended March 28, 1998 increased 80.8% to $9.5
million compared with net earnings of $5.2 million for the first quarter of
1997. Share earnings increased to $.54 per diluted share from the $.42 per
diluted share reported for the same period in 1997. This increase resulted from
the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

In April 1998, the Company terminated its $550.0 million inventory and
working capital financing agreement with IBM Credit Corp. and its revolving
credit facility for $40.0 million with another unrelated financial institution.
The working-capital portion of the IBM financing agreement and the revolving
credit facility were replaced by a $250.0 million revolving credit facility with
another unrelated financial institution. The inventory portion of the IBM
financing agreement was replaced by a $400.0 million inventory financing
agreement with IBM Credit Corp. for IBM products, which is similar to financing
agreements offered by other vendors.

Currently the Company's primary sources of liquidity are provided through a
revolving credit facility of up to $250.0 million and convertible subordinated
debentures of $141.5 million. The revolving credit facility was entered into in
April 1998 and expires April 2002. The revolving credit facility is secured by
certain inventory and assets of the Company with an interest rate based on
LIBOR.

The $141.5 million of convertible subordinated debentures consists of $86.25
million of 4.5% convertible subordinated debentures issued in November 1997 and
$55.25 million of 6.0% convertible subordinated debentures issued in June 1996.
The 1997 debentures are due November 1, 2004 and are convertible into common
stock of the Company at a conversion rate of 25.235 shares per each $1,000
principal amount of debentures (equivalent to a conversion price of $39.63 per
share), subject to adjustments under certain circumstances. The 1997 debentures
are not redeemable by the Company prior to November 1, 2001; thereafter the
Company may redeem the debentures at various premiums to principal amount. The
1997 debentures may also be redeemed at the option of the holder if there is a
Change in Control (as defined in the indenture) at a price equal to 100% of the
principal amount plus accrued interest at the date of redemption.

The 1996 debentures are due June 15, 2006 and are convertible into common
stock of the Company at a conversion price of $24.00 per share, subject to
adjustments under certain circumstances. The 1996 debentures are not redeemable
by the Company prior to June 16, 2000; thereafter the Company may redeem the
debentures at various premiums to principal amount. The 1996 debentures may also
be redeemed at the option of the holder if there is a Change in Control (as
defined in the indenture) at a price equal to 100% of the principal amount plus
accrued interest at the date of redemption.

On March 28, 1998, $237.9 million was outstanding under the recently
terminated inventory and working capital financing agreement. Of this amount,
$229.4 million was related to non-interest bearing trade accounts payable and
$8.5 million was related to interest-bearing working capital with an interest
rate of 7.5% based on three-month LIBOR. This inventory and working capital
financing agreement was secured by inventory and other assets.

On March 28, 1998, $40.0 million was outstanding under the recently
terminated revolving credit facility with an interest rate of 7.0% based on
three-month LIBOR. The revolving credit facility was secured by inventory and
other assets.

The debt agreements for the recently terminated inventory and working
capital financing agreement and the recently terminated revolving credit
facility contained certain restrictive covenants, including the maintenance of
minimum levels of working capital, tangible net worth, limitations on incurring
additional indebtedness, and restrictions on the amount of net loss the Company
could incur. Certain covenants could have effectively limited the amount of
dividends that the Company could have paid to the stockholders. Retained
earnings on March 28, 1998 would not have been restricted as to payments of cash
dividends under the most restrictive covenants in such agreements. On March 28,
1998, the Company was in compliance with the covenants, which were contained in
the inventory and working capital financing agreement and the revolving credit
facility.

The $250.0 million revolving credit facility, which was entered into on
April 23, 1998, contains certain restrictive covenants, including the
maintenance of minimum levels of working capital and tangible net worth,
limitations on incurring additional indebtedness, and restrictions on the amount
of dividends the Company can pay to stockholders. The Company was in compliance
with the covenants which were contained in the revolving credit facility on
April 23, 1998.

Long-term debt was 28.9% of total long-term debt and equity on March 28,
1998 versus 30.3% on December 27, 1997. The decrease was a result of an increase
in equity due to earnings and the issuance of additional shares of common stock.

The Company occasionally uses derivative financial instruments to limit the
effect of increases in the interest rates on certain floating-rate debt. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company currently has two separate one-year interest rate swap
agreements with an unrelated financial institution which were entered into in
October 1997 and March 1998 and resulted in certain floating-rate interest
payment obligations becoming fixed-rate interest payment obligations both at
5.7% with an aggregate notional amount of $100 million per each agreement. An
interest rate swap agreement, which was entered into in January 1997 carrying a
fixed-rate interest payment obligation at 5.8% with an aggregate notional amount
of $100 million, expired in January 1998. As a result of these swap agreements,
interest expense was increased by approximately $33 thousand in the first
quarter of 1998.

During the first quarter of 1998, the Company used $36.5 million of cash in
operations. Inventory increased by $56.4 million during the first quarter with a
portion of the increase offset by an increase in accounts payable of $28.1
million. Accounts receivable also increased $49.4 million during the first
quarter. Inventory increased during the first three months of 1998 as a result
of the Company taking advantage of certain major manufacturers' inventory
incentive programs. Accounts payable increased as a result of the increase in
inventory levels. Accounts receivable increased during the quarter as a result
of increased vendor receivables and decreased accounts receivable turns in the
first quarter of 1998 versus the fourth quarter of 1997.

The Company used $30.6 million in cash for investing activities in the first
quarter of 1998. Cash of $10.2 million was used for business combinations and
cash of $9.0 million was used to purchase fixtures and equipment.

Net cash provided from financing activities for the first quarter of 1998
totaled $48.6 million, of which $48.5 million was provided from short-term
borrowings.

The Company believes the funding expected to be generated from operations
and provided by the credit facilities existing on May 1, 1998 will be sufficient
to meet working capital and capital investment needs in 1998.

RECENT ACCOUNTING PRONOUNCEMENT

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 131 "Disclosures about
Segments of an Enterprise and Related Information", which requires reporting
certain information about operating segments in the financial statements and in
the condensed financial statements of interim periods. The Company believes it
will be required to present segments under Statement No. 131. This Statement is
effective for the Company's fiscal year ended December 26, 1998. Accordingly,
disclosure will be in the Company's year-end financial statements and subsequent
interim periods as required. Retroactive application will be required.

YEAR 2000 ISSUES

Many computer systems and software programs, including several used by the
Company require modification and conversion to allow date code fields to accept
dates beginning with the year 2000. Major system failures or erroneous
calculations can result if computer systems are not year 2000 compliant. The
Company began preparing its computer-based systems in 1996 and is in the final
stages of implementing the required changes to make the systems year 2000
compliant. All costs associated with year 2000 compliance that have been
incurred by the Company have been expensed and have not been capitalized. The
overall cost to the Company of modifications and conversion for year 2000
compliance with relation to the financial statements taken as a whole is not
material. The Company is advised by a substantial majority of its vendors and
suppliers that a majority of their products are year 2000 compliant, can be
upgraded to be year 2000 compliant, or will not be affected by the year 2000
problem. The Company's business could be materially adversely affected if the
Company's computer-based systems are not year 2000 compliant in a timely manner,
the Company incurs significant additional expenses pursuing year 2000
compliance, the Company's vendors do not timely provide year 2000 compliant
products, or the Company is subject to warranty or other claims by the Company's
clients related to product failures caused by the year 2000 problem.

INACOM CORP. AND SUBSIDIARIES
PART II--OTHER INFORMATION

ITEM 2. SALES OF UNREGISTERED SECURITIES

The Company acquired Inacomp of Torrance in February 1998 for consideration
including approximately $9.5 million in cash and 364,963 shares of Common Stock;
the business provides computer sales and services in the southern California
area. The Company acquired a percentage of the stock of More Than Computers,
Inc. in March 1998 for consideration including approximately $1.0 million in
cash and 30,418 shares of Common Stock and the Company acquired an additional
percentage of the stock of More Than Computers in April 1998 for consideration
including approximately $0.8 million in cash and 23,750 shares of Common Stock;
the business is an Inacom franchisee and value-added reseller of computer
products and solution services based in Middleton, Wisconsin. In connection with
an earnout payable related to the March 1997 acquisition of Corporate Resources
International, Inc., the Company issued 30,741 shares of Common Stock in March
1998. The issuances of securities were exempt from registration under Section
4(2) of the Securities Act of 1933 and Regulation D thereunder for transactions
not involving a public offering.

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

The annual meeting of stockholders of the Company was held on April 23,
1998. Stockholders voted on the following two items:

(a) Election of Directors

DIRECTOR VOTE FOR VOTE WITHHELD
- ----------------------------------------------------------------- ------------ -------------

Joseph Auerbach.................................................. 11,836,089 33,112
Mogens C. Bay.................................................... 11,841,501 27,700
James Q. Crowe................................................... 11,842,151 27,050
Bill L. Fairfield................................................ 11,842,184 27,017
W. Grant Gregory................................................. 11,842,001 27,200
Joseph Inatome................................................... 11,842,101 27,100
Rick Inatome..................................................... 11,700,501 168,700
Gary Schwendiman................................................. 11,842,201 27,000
Linda S. Wilson.................................................. 11,841,651 27,550

(b) Approval of appointment of independent accountants KPMG Peat Marwick LLP for
fiscal 1998. The stockholder vote on such proposal was: 11,851,846 for;
7,381 against; 9,974 abstain.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a) Exhibits.

12 Statement re: Ratio of Earnings to Fixed Charges

27 Financial Data Schedule

b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter
ended March 28, 1998.

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 and by the
undersigned hereunto duly authorized.

INACOM CORP.

By: /s/ David C. Guenthner
-----------------------------------------
David C. Guenthner
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER

Dated this 12th day of May, 1998.