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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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 27, 1999

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

Commission file number: 0-16114

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

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 May 3, 1999, there were 45,228,260 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)

MARCH 27, DECEMBER 26,
1999 1998
---------- ------------

ASSETS
Current assets:
Cash and cash equivalents................ $ 88,897 $ 69,939
Accounts receivable, net................. 744,019 705,305
Inventories.............................. 402,859 485,283
Other current assets..................... 64,156 59,345
---------- ------------
Total current assets................... 1,299,931 1,319,872
---------- ------------
Property and equipment, net.............. 156,975 197,130
Cost in excess of net assets of
businesses acquired, net of accumulated
amortization........................... 319,060 314,462
Other assets, net of accumulated
amortization........................... 117,375 49,520
---------- ------------
$1,893,341 1$,880,984
---------- ------------
---------- ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................... $ 553,826 $554,217
Notes payable and current maturities of
long-term debt......................... 150,186 179,829
Other current liabilities................ 252,323 183,621
---------- ------------
Total current liabilities.............. 956,335 917,667
---------- ------------
Other long-term liabilities................ 1,033 1,178
Long-term debt, less current maturities.... 316,557 201,941
Company-obligated mandatorily redeemable
convertible preferred securities of
subsidiary trust holding solely
convertible subordinated debt securities
of the Company........................... 195,063 194,974
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 100,000,000 shares; issued
shares 45,219,912 in 1999 and
44,795,289 in 1998..................... 4,522 4,480
Additional paid-in capital............... 413,750 407,159
Accumulated other comprehensive income... (1,951) (2,480)
Retained earnings........................ 9,130 157,302
---------- ------------
425,451 566,461
Unearned restricted stock................ (1,098) (1,237)
---------- ------------
Total stockholders' equity............. 424,353 565,224
---------- ------------
$1,893,341 1$,880,984
---------- ------------
---------- ------------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

THIRTEEN WEEKS ENDED
------------------------------

MARCH 27, MARCH 28,
1999 1998
-------------- --------------
Revenues:
Products....................................................................... $ 1,164,016 $ 1,463,864
Services....................................................................... 202,336 208,024
-------------- --------------
1,366,352 1,671,888
-------------- --------------
Direct costs:
Products....................................................................... 1,127,821 1,364,360
Services....................................................................... 173,540 124,878
-------------- --------------
1,301,361 1,489,238
-------------- --------------
Gross margin..................................................................... 64,991 182,650
Selling, general and administrative expenses..................................... 178,431 135,320
Restructuring charges............................................................ 103,900 --
-------------- --------------
Operating income (loss).......................................................... (217,340) 47,330
Financing expense, net........................................................... 10,224 16,440
-------------- --------------
Earnings (loss) before income taxes and distributions on preferred securities of
trust.......................................................................... (227,564) 30,890
Income tax expense (benefit)..................................................... (81,621) 11,924
-------------- --------------
Earnings (loss) before distributions on preferred securities of trust............ (145,943) 18,966
Distributions on convertible preferred securities of trust, net of income
taxes.......................................................................... 2,229 2,229
-------------- --------------
Net earnings (loss).............................................................. $ (148,172) $ 16,737
-------------- --------------
-------------- --------------
Earnings (loss) per share:
Basic.......................................................................... $ (3.29) $ 0.39
Diluted........................................................................ $ (3.29) $ 0.37
-------------- --------------
-------------- --------------
Common shares and equivalents outstanding:
Basic.......................................................................... 45,000 42,700
Diluted........................................................................ 45,000 48,200
-------------- --------------
-------------- --------------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
(AMOUNTS IN THOUSANDS)

THIRTEEN WEEKS ENDED
------------------------------
MARCH 27, MARCH 28,
1999 1998
-------------- --------------

Cash flows from operating activities:
Net earnings (loss)............................................................ $ (148,172) $ 16,737
Adjustments to reconcile net earnings (loss) to net cash provided (used) by
operating activities:
Depreciation and amortization.............................................. 20,707 19,234
Restructuring and unusual charges.......................................... 217,000 --
Deferred taxes related to restructuring and unusual charges................ (77,395) --
Changes in assets and liabilities, net of business combinations and
restructuring and unusual charges
Accounts receivable.................................................... 148,304 (77,941)
Inventories............................................................ 29,090 (69,025)
Prepaid expenses and other assets...................................... 1,265 (73)
Accounts payable....................................................... (391) 49,907
Accrued and other liabilities.......................................... (59,261) 23,309
-------------- --------------
Net cash provided (used) by operating activities......................... 131,147 (37,852)
-------------- --------------
Cash flows from investing activities:
Additions to property and equipment............................................ (7,860) (24,616)
Business combinations.......................................................... (2,237) (10,197)
Receipts from (increases in) notes receivable.................................. 136 (1,735)
Other, including investments in unconsolidated affiliates...................... 1,826 (9,763)
-------------- --------------
Net cash used in investing activities.................................... (8,135) (46,311)
-------------- --------------
Cash flows from financing activities:
Proceeds from notes payable.................................................... 86,617 54,762
Reduction in receivables sold.................................................. (191,000) --
(Payments on) proceeds from long-term debt..................................... (1,644) 1,582
Proceeds from employee stock plans............................................. 2,135 2,836
-------------- --------------
Net cash provided (used) by financing activities......................... (103,892) 59,180
-------------- --------------
Change in cumulative translation adjustment...................................... (162) --
-------------- --------------
Net increase (decrease) in cash and cash equivalents............................. 18,958 (24,983)
Adjustment to conform company year ends.......................................... -- 3,587
Cash and cash equivalents, beginning of year..................................... 69,939 62,068
-------------- --------------
Cash and cash equivalents, end of the period..................................... $ 88,897 $ 40,672
-------------- --------------
-------------- --------------

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
supplemental consolidated financial statements and notes thereto contained in
the Company's report on Form 8-K dated February 17, 1999, as amended. The
results of operations for the thirteen weeks ended March 27, 1999 are not
necessarily indicative of the results for the entire fiscal year ending December
25, 1999.

On February 17, 1999, the Company issued approximately 28.2 million shares
of common stock for all of the outstanding common stock of Vanstar Corporation,
a provider of products and services to Fortune 1000 companies and other large
enterprises. The merger was accounted for as a pooling-of-interests and,
accordingly, the Company's historical financial statements have been restated to
include the accounts and results of Vanstar as if the companies had operated
together from the beginning of the earliest period presented.

2. ACCOUNTS RECEIVABLE

The Company currently has two separate asset securitization programs, which
allow for funding of up to $250.0 million and $175.0 million, respectively. The
agreements are with two separate, unrelated financial institutions and the
Company, through separate, non-consolidated wholly-owned special purpose
corporations. In connection with these asset securitization programs, the
Company sells on a revolving basis, certain pooled receivables to the special
purpose corporations, which in turn sell a percentage ownership interest in the
pooled receivables to a commercial paper conduit sponsored by the two separate
financial institutions. These transactions have been recorded as a sale in
accordance with Statement of Financial Accounting Standards (SFAS) No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." The Company is retained as servicer of the pooled receivables.
Although management believes that the servicing revenues earned will be adequate
compensation for performing the services, estimating the fair value of the
servicing asset was not considered practicable. Consequently, a servicing asset
has not been recognized. The gross proceeds resulting from the sale of the
percentage ownership interests in the pooled receivables totaled $215.0 million
as of March 27, 1999 and $406.0 million as of December 26, 1998. The proceeds
are reflected as a reduction in accounts receivable. Changes in the amount of
pooled receivables sold are included in cash flows from financing activities in
the consolidated statements of cash flows. On March 27, 1999, the implicit
interest rates on the receivable sale transactions were 5.3% and 5.5%.

3. SEGMENT REPORTING

The Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information", in 1998, which changed the way the Company
reports information about its operating segments. The Company has various
management teams and infrastructures, which offer different products and
services. The Company has identified two reportable segments: products and
services. The product segment includes the sales of desktops, laptops, servers,
monitors, printers, operating systems software, phone systems, voice mail, voice
processing, data network equipment and multiple small office-home offerings. The
services segment includes sales of integrated life cycle services, which
encompasses technology planning, procurement, integration, support, and
management.

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

3. SEGMENT REPORTING (CONTINUED)
Summarized financial information concerning the Company's reportable
segments is shown in the following table.

THIRTEEN WEEKS ENDED
------------------------------

For the thirteen weeks ended March 27, 1999, segment earnings (loss) before
taxes includes the impact of $217.0 million in restructuring and unusual
charges, of which $158.0 million is in the products segment and $59.0 million is
in the services segment.

4. EARNINGS PER SHARE

Basic earnings per share are computed using the weighted-average number of
shares of common stock outstanding during the period. Diluted earnings per share
are computed using the weighted-average number of shares of common stock
outstanding and dilutive potential common stock outstanding during the period.
The earnings per share calculations are as follows:

THIRTEEN WEEKS ENDED
------------------------------

MARCH 27, MARCH 28,
1999 1998
-------------- --------------
BASIC EARNINGS PER SHARE
Net earnings (loss)............................................................ $ (148,172) $ 16,737
-------------- -------
Weighted-average number of common shares outstanding........................... 45,000 42,700
-------------- -------
Earnings (loss) per share...................................................... $ (3.29) $ 0.39
-------------- -------
-------------- -------
DILUTED EARNINGS PER SHARE
Net earnings (loss)............................................................ $ (148,172) $ 16,737
Net after-tax interest savings on convertible subordinated debentures.......... -- 1,061
-------------- -------
Net earnings (loss) used in diluted earnings per share calculation............. $ (148,172) $ 17,798
-------------- -------
Weighted-average number of common shares outstanding........................... 45,000 42,700
Common equivalent shares from stock options and
convertible subordinated debentures.......................................... -- 5,500
-------------- -------
Shares used in diluted earnings per share calculation.......................... 45,000 48,200
-------------- -------
Diluted earnings (loss) per share.............................................. $ (3.29) $ 0.37
-------------- -------
-------------- -------

For the thirteen weeks ended March 27, 1999, basic and diluted earnings per
share are the same. As a result of the net loss for the period, calculating
diluted earnings per share by adding back the net after-tax interest savings and
including the dilutive potential common shares would have resulted in diluted
earnings per share being anti-dilutive.

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

5. MARKET DEVELOPMENT FUNDS

Primary vendors of the Company provide various incentives, in cash or credit
against obligations, for promoting and marketing their product offerings. Funds
or credits are primarily based on the sales of the vendors' 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 sales on an annual basis.

6. BUSINESS COMBINATIONS

Also, during the first quarter of 1999, the Company made contingent payments
based on certain performance criteria in relation to business combinations
consummated in prior years. The total contingent payments were $8.7 million,
which included $2.2 million in cash and 333,394 shares of common stock.

7. RESTRUCTURING AND UNUSUAL CHARGES

In conjunction with the merger of Inacom and Vanstar along with the
Company's efforts to address current market conditions, the Company recognized
previously announced restructuring and other unusual charges during the first
quarter of 1999. These charges include items presented as restructuring costs as
defined by Emerging Issues Task Force 94-3 and other unusual charges. The
restructuring charges are in conjunction with the Company's previously announced
plans to integrate and consolidate operations of Inacom and Vanstar following
the February 17, 1999 merger. The restructuring and unusual pre-tax charges
totaled $217.0 million, of which $75.9 million will not require cash payments
and include charges for duplicate fixed assets and duplicate inventory
(including service parts). The remaining $141.1 million will require cash
payments to be made for termination fees upon the closure of duplicate leased
facilities, to employees for severance, for contract terminations and vendor
purchase commitments, and for other direct costs related to the merger with
Vanstar.

RESTRUCTURING CHARGES

Restructuring charges of $103.9 million include the cost of involuntary
employee separation benefits, leased facility closures and consolidations,
losses on abandonment or disposal of leasehold improvements and equipment,
termination of certain contracts and agreements, and professional fees
associated with the merger. Employee separation benefits of $33.6 million
include amounts to be paid for severance, medical, and other benefits for 1,340
permanent full-time employees that will be severed in accordance with
management's integration and consolidation plan. As of March 27, 1999, 717
employees had been severed and $15.6 million in separation benefits had been
paid and subsequently charged against the separation benefits reserve. The
Company estimates all separation activities to be completed by the end of 1999.

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. RESTRUCTURING AND UNUSUAL CHARGES (CONTINUED)
consolidation plan. As of March 27, 1999, 19 leases have been terminated and
$2.3 million in lease termination fees have been paid and subsequently charged
against the facility closure and consolidation reserve. The Company estimates
all facility closures and consolidations to be completed by June 26, 1999.

Termination costs for certain contracts and agreements of $8.2 million
include the fees to be paid upon the termination and cancellation of contracts
and agreements pursuant to management's integration and consolidation plan.
Other direct costs related to the merger of $14.6 million include fees paid to
financial advisors, legal counsel, and independent auditors. As of March 27,
1999, $3.6 million had been paid pursuant to the termination of contracts and
agreements and to financial advisors, legal counsel, and independent auditors.

Reserves accrued for the restructuring charges are reflected as an increase
in current liabilities on the Company's balance sheet dated March 27, 1999. As
of March 27, 1999 the restructuring charges reserve had a balance of $77.9
million, which includes provision amounts of $103.9 million less charges to the
reserve of $26.0 million.

UNUSUAL CHARGES

Unusual charges of $113.1 million not presented as restructuring charges are
reflected in direct costs ($86.1 million) and selling, general, and
administrative expenses ($27.0 million). In direct costs, the unusual charges
are reflected in the products segment ($46.5 million) and the services segment
($39.6 million). In selling, general, and administrative expenses, the unusual
charges are reflected in the products segment ($23.0 million) and the services
segment ($4.0 million). The unusual charges include non-cash charges primarily
related to the losses incurred on liquidating certain duplicative inventories
(including service parts) and $4.0 million to record estimated losses on the
collection of certain trade accounts in conjunction with the recent developments
regarding such accounts. The unusual charges also include cash charges related
to certain vendor purchase commitments and other integration costs associated
with merger activities.

Losses on the liquidation of certain duplicative inventories and vendor
purchase commitments of $86.1 million include losses on the disposal of
duplicative inventories and service parts of $43.6 million. Additional charges
of $42.5 million include the estimated losses to be realized on the disposal of
other duplicative inventories as additional inventory and service part
facilities are consolidated, in accordance with management's integration and
consolidation plan, along with certain vendor purchase commitments assumed in
the Vanstar merger for which there is no future economic benefit for the
combined company. Cash requirements related to the purchase commitments of $14.0
million in 1999 and $20.0 million in 2000 will be paid from the Company's
revolving credit facility. The reserve established for these estimated losses is
reflected as a contra-asset to inventory on the Company's balance sheet dated
March 27, 1999. The Company estimates that all liquidation and disposal
activities for duplicative inventory and service parts will be completed by the
end of 1999 after all inventory and service part facilities are consolidated.

Integration costs associated with the merger of $23.0 million, which were
paid by March 27, 1999, include the costs incurred by the Company to effect the
Vanstar merger and to integrate the continuing operations of the combined
companies. The costs consist of the expense of furnishing information to
stockholders, fees of certain integration consultants, and expenses related to
the service of certain employees. These costs include both current period costs
and previously deferred costs recognized upon consummation of the merger with
Vanstar.

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 26, 1998. 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 (loss) before distributions on convertible preferred
securities of trust and the mix of revenues, gross margins, and net earnings
(loss) before distributions on convertible preferred securities of trust for
each of the Company's operating segments.

SUMMARY OF OPERATING RESULTS
(DOLLARS IN THOUSANDS)

THIRTEEN WEEKS ENDED
----------------------------------------------------

MARCH 27, MARCH 28, MARCH 27, MARCH 28,
1999(1) 1998 1999(1) 1998
------------ ------------ ----------- -----------
Revenues:
Products................................................... $ 1,164,016 $ 1,463,864 85.2% 87.6%
Services................................................... 202,336 208,024 14.8 12.4
------------ ------------ ----- -----
Total.................................................... $ 1,366,352 $ 1,671,888 100.0% 100.0%
------------ ------------ ----- -----
------------ ------------ ----- -----
Gross margin:
Products................................................... $ 36,195 $ 99,504 55.7% 54.5%
Services................................................... 28,796 83,146 44.3 45.5
------------ ------------ ----- -----
Total.................................................... $ 64,991 $ 182,650 100.0% 100.0%
------------ ------------ ----- -----
------------ ------------ ----- -----
Earnings (loss) before distributions on convertible preferred
securities of trust:
Products................................................... $ (104,121) $ 14,146 71.3% 74.6%
Services................................................... (41,822) 4,820 28.7 25.4
------------ ------------ ----- -----
Total.................................................... $ (145,943) $ 18,966 100.0% 100.0%
------------ ------------ ----- -----
------------ ------------ ----- -----

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

(1) Gross margin includes the impact of $86.1 in unusual charges, of which $46.5
million is in products and $39.6 million is in services. Earnings (loss)
before distributions on convertible preferred securities of trust includes
the impact of $139.6 million after tax in restructuring and unusual charges,
of which $101.7 million is in products and $37.9 million is in services.

The following table sets forth for the indicated periods the gross margin
percentage of the two operating segments and the consolidated gross margin
percentage of the Company.

THIRTEEN WEEKS ENDED
----------------------------

MARCH 27, MARCH 28,
1999 (1) 1998
------------- -------------
Gross margin:
Products............................................................. 3.1% 6.8%
Services............................................................. 14.2 40.0
Consolidated gross margin.......................................... 4.8% 10.9%

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

(1) Gross margin includes the impact of $86.1 in unusual charges.

REVENUES

Revenues for the first quarter of 1999 decreased $305.5 million or 18.3%
when compared to the same period in 1998. The decrease in revenues resulted from
a decline in both revenue components. Product revenues for the first quarter of
1999 decreased $299.8 million or 20.5% when compared to the same period in 1998.
Services revenues for the first quarter of 1999 decreased $5.7 million or 2.7%
when compared to the same period in 1998.

In the first quarter of 1999, product revenues decreased primarily as a
result of weak market conditions and reduced sales momentum during the pendency
of the merger with Vanstar. Product revenues through the client direct side of
the business decreased $78.8 million or 7.7% compared to the first quarter of
1998. This decrease was primarily a result of the factors mentioned above.
Product revenues through the independent dealer channel decreased $221.0 million
or 50.6% compared to the first quarter of 1998. Market conditions, including
increased pricing pressures in the independent dealer channel, and the reduced
sales momentum mentioned above contributed to the decline in the independent
dealer channel. Furthermore, with the decrease in inventory levels and the
decrease in manufacturer funded programs and incentives in the first quarter of
1999 compared to the first quarter of 1998, the Company continued to
de-emphasize the high-volume, lower-margin distribution business.

In the first quarter of 1999, revenues from services decreased primarily as
a result of reduced sales momentum during the pendency of the merger with
Vanstar. The factors contributing to a decline in product revenues also
contributed to the decline for services sold with products.

GROSS MARGINS

The Company's consolidated gross margin percentage decreased in the first
quarter of 1999 compared to the same period in 1998. This decrease was due to
$86.1 million in unusual charges recognized by the Company in the first quarter
of 1999 that were reflected in direct costs (see "Restructuring and Unusual
Charges"). Excluding these unusual charges, the Company's consolidated gross
margin percentage increased to 11.1% in the first quarter of 1999 compared to
10.9% in the first quarter of 1998. This increase was primarily due to a change
in the mix of revenues to include more of the higher-margin services along with
an improvement in the gross margin percentage on products. This increase was
partially offset by a decline in the gross margin percentage on services in the
first quarter of 1999 compared to the first quarter of 1998.

The gross margin percentage on products decreased in the first quarter of
1999 compared to the first quarter of 1998 due to $46.5 million in unusual
charges recognized by the Company in the first quarter of 1999 that were
reflected in the direct costs of products (see "Restructuring and Unusual
Charges"). Excluding these unusual charges, the gross margin percentage on
products increased to 7.1% in the first quarter of 1999 compared to 6.8% in the
first quarter of 1998. This increase was primarily due to a change in the mix of
product revenues to include more of the higher-margin client direct revenues
versus lower-margin independent dealer revenues.

The gross margin percentage on services decreased in the first quarter of
1999 compared to the first quarter of 1998 partially due to $39.6 million in
unusual charges recognized by the Company in the first quarter of 1999 that were
reflected in the direct costs of services (see "Restructuring and Unusual
Charges"). Excluding these unusual charges, the gross margin percentage on
services decreased to 33.8% in the first quarter of 1999 compared to 40.0% in
the first quarter of 1998. This decrease was primarily due to a shortfall in
services revenues that resulted in higher direct labor costs as a percentage of
revenues due to lower utilization rates. Also, a shift in the services revenue
mix to include less of the higher-margin professional services contributed to
the decline.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses in the first quarter of
1999 increased $43.1 million or 31.9% compared to the first quarter of 1998.
SG&A as a percent of revenues increased to 13.1% in the first quarter of 1999
compared to 8.1% in the first quarter of 1998. These increases were partially
due to $27.0 million in unusual charges recognized by the Company in the first
quarter of 1999 (see "Restructuring and Unusual Charges"). Excluding these
unusual charges, SG&A increased $16.1 million in the first quarter of 1999
compared to the same period in 1998 and SG&A as a percentage of revenues
increased to 11.1%. The increase in SG&A as a percentage of revenues was
primarily due to the shortfall in revenues.

RESTRUCTURING AND UNUSUAL CHARGES

RESTRUCTURING CHARGES

Duplicate leased facility closure and consolidation costs of $47.5 million
include amounts to be paid for lease termination fees, losses on abandonment or
disposal of leasehold improvements, equipment, and capitalized software, net of
estimated disposal values in accordance with management's integration and
consolidation plan. As of March 27, 1999, 19 leases have been terminated and
$2.3 million in lease termination fees have been paid and subsequently charged
against the facility closure and consolidation reserve. The Company estimates
all facility closures and consolidations to be completed by June 26, 1999.

financial advisors, legal counsel, and independent auditors. As of March 27,
1999, $3.6 million had been paid pursuant to the termination of contracts and
agreements and to financial advisors, legal counsel, and independent auditors.

UNUSUAL CHARGES

FINANCING EXPENSE

Financing expense in the first quarter of 1999 decreased $6.2 million to
$10.2 million compared to $16.4 million in the first quarter of 1998. Financing
expense decreased primarily as a result of lower borrowings and lower borrowing
rates. The decrease in borrowings during the first quarter of 1999 resulted from
a reduction in inventory levels. The decrease in the borrowing rates during the
first quarter 1999 resulted primarily from the Company's new financing
agreements entered into in the second and third quarters of 1998, which carried
more favorable rates.

DISTRIBUTION ON CONVERTIBLE PREFERRED SECURITIES OF TRUST, NET OF TAX

In October 1996, the Vanstar Financing Trust (the "Trust"), a special
purpose financing trust formed by Vanstar, issued 4,025,000 6 3/4% trust
convertible preferred securities. Distributions on preferred securities accrue
at an annual rate of 6 3/4% of the liquidation value of $50 per security
($201,250,000 in the

aggregate) and are included in "Distributions on convertible preferred
securities of trust, net of income taxes" in the Consolidated Statements of
Operations. In both the first quarters of 1999 and 1998, the distributions on
convertible preferred securities of trust, net of income taxes, totaled $2.2
million.

NET EARNINGS (LOSS)

Net earnings (loss) are reported after giving effect to the distributions on
convertible preferred securities of trust. Including the impact of the
restructuring and unusual charges recorded by the Company in the first quarter
of 1999 (see "Restructuring and Unusual Charges"), the net loss was $148.2
million, or $3.29 per diluted share, in the first quarter of 1999 compared to
net earnings of $16.7 million, or $0.37 per diluted share, in the same period of
1998. Excluding the restructuring and unusual charges of $139.6 million after
tax, the net loss for the first quarter of 1999 was $8.6 million, or $0.19 per
diluted share. These decreases resulted from the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

On March 27, 1999, the Company's primary sources of liquidity were provided
through a senior secured revolving credit facility entered into in July 1998
with Deutsche Bank, N.A., as agent, of up to $250.0 million, a $350.0 million
inventory and working capital financing agreement with IBM Credit Corp.
("IBMCC"), and asset securitization programs with JP Morgan & Co. and Nesbitt
Burns Securities, Inc. aggregating up to $425.0 million. Capital resources also
included $201.3 million in Company-obligated mandatorily redeemable convertible
preferred securities of a subsidiary trust holding solely convertible
subordinated debt securities of the Company and $141.5 million of convertible
subordinated debentures.

On March 27, 1999, $204.9 million was outstanding under the Company's $350.0
million inventory and working capital financing agreement with IBMCC. Of this
amount, $56.8 million relating to non-interest bearing trade accounts payable
was included in accounts payable and $148.1 million relating to interest-bearing
working capital was classified as short-term borrowings. Borrowings under the
inventory and working capital financing agreement are subject to certain
borrowing base limitations and are secured by certain inventory, accounts
receivable, and other assets of the Company. On March 27, 1999, amounts borrowed
under the interest-bearing working capital portion of the line of credit carried
an interest rate of 6.5% based on LIBOR.

On March 27, 1999, $175.0 million was outstanding under the $250.0 million
senior secured revolving credit facility with Deutsche Bank at an interest rate
of 6.2% based on LIBOR. Certain inventory, accounts receivable, and other assets
of the Company secure this facility.

In December 1996, the Company established an asset securitization facility,
which currently provides the Company with up to $175.0 million in available
credit. Pursuant to this asset securitization facility, the Company sells an
undivided percentage ownership interest in certain accounts receivable. As of
March 27, 1999, the proceeds of this receivable sale transaction totaled $152.0
million. On March 27, 1999, the implicit interest rate on the receivable sale
transaction was 5.5%.

In July 1998, the Company entered into another asset securitization facility
to fund up to $250.0 million by selling certain direct division trade accounts
receivable, with limited recourse, to an unrelated financial institution. New
qualifying receivables are sold to the financial institution as collections
reduce previously sold receivables. On March 27, 1999, $63.0 million was funded
under the program. On March 27, 1999, the implicit interest rate on the
receivable sale transaction was 5.3%.

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 and the 1996 debentures were subject to redemption at the
option of the holder if there was 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 merger between InaCom and Vanstar was a
Change in Control. As a result, on May 3, 1999, the Company repurchased the
entire $141.5 million principal amount of the 1997 and 1996 debentures. The 1997
and

1996 debentures have been classified as long-term debt as the Company has
refinanced the debentures under its long-term revolving credit facility.

In October 1996, the Company's subsidiary trust issued certain preferred
securities, raising gross proceeds of $201.3 million. The holders of the
preferred securities are entitled to cumulative cash distributions at an annual
rate of 6 3/4% of the liquidation amount of $50 per security. The distributions
are payable quarterly in arrears in the aggregate amount of approximately $3.5
million per quarter. The aggregate net proceeds to the Company from this
offering totaled $194.4 million after selling expenses, discounts, and
commissions. The preferred securities are convertible at the option of the
holder into InaCom common stock at a conversion rate of 1.113 shares of InaCom
common stock for each preferred security (equivalent to a conversion price of
$44.92 per share).

The Company's credit facilities contain certain restrictive covenants,
including the maintenance of minimum levels of working capital and net worth,
limitations on the amount of funded debt and interest expense, limitations on
incurring additional indebtedness, and restrictions on the amount of dividends
the Company can pay to stockholders. As of March 27, 1999, the Company was in
compliance with or had received written waivers for the covenants contained in
these agreements.

Subsequent to the end of the first quarter of 1999, the Company entered into
a $450.0 million facility in April 1999 with Deutsche Bank, as agent. This new
facility is a combined senior secured $200.0 million amortizing term loan and
$250.0 million revolving credit facility. With this new facility in place, the
previous $250.0 million senior secured revolving credit facility entered into in
July 1998 with Deutsche Bank, as agent, and with other syndicated banks was
terminated. Also, on March 31, 1999, the Company's $350.0 million inventory and
working capital financing agreement with IBMCC expired. The terminated $250.0
million senior secured revolving credit facility with Deutsche Bank and the
working-capital portion of the IBMCC financing agreement were replaced by the
$450.0 million revolving credit and term loan facility with Deutsche Bank, as
agent. The non-interest-bearing floor planning portion of the financing
agreement with IBMCC was transferred to the Company's existing $200.0 million
floor planning facility with IBMCC.

Following the completion of the new $450.0 million revolving credit and term
loan facility and the repurchase of $141.5 million of convertible subordinated
debentures, the Company's primary sources of liquidity are provided through the
$450.0 million revolving credit and term loan facility and asset securitization
programs with JP Morgan & Co. and Nesbitt Burns Securities, Inc. aggregating up
to $425.0 million. Capital resources also include $201.3 million in
Company-obligated mandatorily redeemable convertible preferred securities of a
subsidiary trust holding solely convertible subordinated debt securities of the
Company.

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. As of March 27, 1999, the Company had three separate interest rate
swap agreements each for an aggregate notional amount of $100 million with
unrelated financial institutions, which were entered into in September 1998,
November 1998, and January 1999, and resulted in certain floating-rate interest
payment obligations becoming fixed-rate interest payment obligations at 5.2%,
4.7%, and 5.0%, respectively. The September 1998 interest rate swap agreement is
a one-year agreement with a one-year extension at the provider's option. The
November 1998 interest rate swap is a four-year agreement with a call provision
at the provider's option after three years. The January 1999 interest rate swap
agreement is a three-year agreement with a call provision at the provider's
option after two years. As a result of the above-mentioned swap agreements,
financing expense decreased by approximately $0.1 million in the first quarter
of 1999.

During the first quarter of 1999, the Company generated $131.1 million of
cash from operations. Accounts receivable, excluding the effects of the sales
under the asset securitization programs, decreased $148.3 million. Inventory
decreased by $29.0 million during the first quarter with a portion of the
decrease

offset by a decrease in accounts payable of $0.4 million. Accrued and other
liabilities decreased $59.3 million. Accounts receivable decreased as a result
of lower revenues. Inventory decreased primarily as a result of the vendors'
changes in terms and conditions and the Company's efforts in managing its
inventory levels.

The Company used $8.1 million in cash for investing activities in the first
quarter of 1999 primarily to purchase $7.9 million in fixtures and equipment.

Net cash used in financing activities in the first quarter of 1999 totaled
$103.9 million, of which $191.0 million was used to reduce amounts outstanding
under the asset securitization programs. This was partially offset by $86.6
million in borrowings under notes payable and $2.1 million in cash provided by
the issuance of stock under employee stock plans.

The Company believes the funding expected to be generated from operations
and provided by the credit facilities existing on May 3, 1999 will be sufficient
to meet working capital and capital investment needs in 1999.

YEAR 2000

InaCom began preparing its computer-based systems for year 2000 ("Y2K")
computer software compliance issues in 1996. Historically, certain computer
programs were written using two digits rather than four to define the applicable
year. As a result, software may recognize a date using the two digits "00" as
1900 rather than the year 2000. Computer programs that do not recognize the
proper date could generate erroneous data or cause systems to fail. InaCom's Y2K
project covers both traditional computer systems and infrastructure ("IT
Systems") and computer-based hardware and software, facilities and equipment
("Non-IT Systems"). InaCom's Y2K project has six phases: inventory, assessment,
renovation, testing, implementation and contingency planning.

InaCom completed the remediation of its critical business systems during the
fourth quarter of 1998. InaCom expects to complete the testing and
implementation of the compliant systems, which replaced non-compliant systems,
by the end of the second quarter of 1999. InaCom will replace non-compliant
systems acquired during our recent merger with Vanstar in the third quarter of
1999. InaCom has also completed an inventory and assessment of its Non-IT
Systems, which are primarily located at its distribution centers and office
locations. InaCom expects to complete the testing and implementation of the
non-IT, compliant systems, which replaced the non-IT, non-compliant systems, by
the end of the second quarter of 1999.

InaCom's Y2K project also considers the readiness of significant customers
and vendors. Such significant vendors have indicated to InaCom an expectation to
be Y2K compliant. However, the non-compliance of such vendors could impair the
ability of InaCom to obtain necessary products or to sell or provide services to
its customers. Disruptions of the computer systems of InaCom's vendors could
have a material adverse effect on InaCom's financial conditions and results of
operations for the period of such disruption.

InaCom believes that the most reasonably likely worst case Y2K scenario is
that a small number of vendors will be unable to supply components for a short
time after January 1, 2000, with a resulting disruption of product shipments and
services to InaCom's customers. As part of its Y2K process, InaCom is developing
contingency plans with respect to such a scenario and the vendors who are either
unable or unwilling to develop remediation plans to become Y2K compliant.
InaCom's contingency plans will contain a combination of actions including
stockpiling of products and components and selective resourcing of business to
Y2K compliant vendors.

InaCom had incurred approximately $5.7 million of Y2K project expenses as of
March 27, 1999. Future expenses are estimated to include approximately $0.7
million of additional costs. Such cost estimates are based upon presently
available information and may change as InaCom continues with its Y2K project.

INACOM CORP. AND SUBSIDIARIES
PART II--OTHER INFORMATION

ITEM 2. SALES OF UNREGISTERED SECURITIES

In connection with certain contingent payments related to the December 1996
acquisition of Gorham Clark, Inc. and the December 1997 acquisition of Computer
Biz, Inc., the Company issued an aggregate of 104,296 shares of common stock in
January 1999. In connection with the contingent payments related to the March
1997 acquisition of Corporate Resources International, Inc., and the July 1998
acquisition of Tobek, Inc., the Company issued an aggregate of 229,098 shares of
common stock in March 1999. 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 22,
1999. Stockholders voted on the following two items:

(a) Election of Directors

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

Joseph Auerbach.................................................. 36,678,749 166,270
Richard H. Bard.................................................. 36,678,849 166,170
Mogens C. Bay.................................................... 36,678,749 166,270
James Q. Crowe................................................... 36,678,609 166,410
Bill L. Fairfield................................................ 36,678,849 166,170
W. Grant Gregory................................................. 36,678,749 166,270
Joseph T. Inatome................................................ 36,678,849 166,170
Rick Inatome..................................................... 36,678,849 166,170
William H. Janeway............................................... 36,678,849 166,170
John R. Oltman................................................... 36,678,849 166,170
Gary Schwendiman................................................. 36,678,849 166,170
William Y. Tauscher.............................................. 36,678,849 166,170
Linda S. Wilson.................................................. 36,678,749 166,270

(b) Approval of appointment of independent accountants KPMG LLP for fiscal
year 1999. The shareholder vote on such proposal was: 36,710,478 for;
83,410 against; 51,131 abstain.

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

(a) Exhibits.

10.1 Senior Secured Revolving Credit Agreement between InaCom Corp. and
Deutsche Bank dated April 9, 1999.

27 Financial Data Schedule

(b) Reports on Form 8-K.

The Company filed a current report on Form 8-K dated February 17,
1999 reporting that InaCom stockholders approved (1) the issuance of
InaCom common stock to Vanstar stockholders pursuant to the Merger
Agreement, (2) an amendment to the InaCom certificate of incorporation to
increase the number of authorized shares of InaCom common stock to
100,000,000 shares and (3) an increase of an additional 10,000,000 shares
of InaCom common stock authorized for issuance under the 1997 InaCom
Stock Plan. The Form 8-K also reported the consummation of the merger by
which Vanstar became a wholly-owned subsidiary of InaCom. The Company
subsequently filed an amendment to the current report on Form 8-K dated
February 17, 1999 reporting, among other matters, (1) supplemental
consolidated financial statements that give retroactive effect to the
Merger, (2) the increase of the size of InaCom Board of Directors from
nine to thirteen members and the election of an additional four members
and (3) certain historical financial statements of Vanstar and combined
pro forma information of InaCom and Vanstar.

The Company filed a current report on Form 8-K dated March 25, 1999
reporting its earnings outlook for the first quarter ending March 27,
1999.

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 11th day of May, 1999.