<PAGE>
 
--------------------------------------------------------------------------------

                                 UNITED STATES
                       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 April 4, 1999

                                       OR

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

For the transition period from ___________ to ___________

Commission file number 000-22221

                            FIELDWORKS, INCORPORATED
             (Exact name of registrant as specified in its charter)

               Minnesota                                  41-1731723
(State or other jurisdiction  of incorporation         (I.R.S. Employer
          or organization)                            Identification No.)


                               7631 Anagram Drive
                         Eden Prairie, Minnesota  55344
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (612) 974-7000
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]     No  [ ]


The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of May 11, 1999 was 8,873,426.

--------------------------------------------------------------------------------
<PAGE>
 
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS

                    FIELDWORKS, INCORPORATED AND SUBSIDIARY
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                 April 4,       January 3, 
                                                                                  1999             1999    
                                                                               ------------    ------------
                                       ASSETS                                  (Unaudited)
<S>                                                                            <C>             <C>
CURRENT ASSETS:
 Cash and cash equivalents .................................................   $       --      $  1,690,469
 Accounts receivable, net of allowance for doubtful accounts 
  of $269,200 and $269,800, respectively....................................      4,924,396       3,930,366
 Inventories ...............................................................      4,530,047       3,400,744
 Prepaid expenses and other ................................................        109,449         121,780
                                                                               ------------    ------------
     Total current assets ..................................................      9,563,892       9,143,359
                                                                               ------------    ------------
PROPERTY AND EQUIPMENT:
 Computers and equipment ...................................................      1,808,201       1,620,455
 Furniture and fixtures ....................................................      1,109,895       1,109,895
 Leasehold improvements ....................................................        458,216         458,216
 Less: Accumulated depreciation ............................................     (1,582,930)     (1,393,342)
                                                                               ------------    ------------
     Property and equipment, net ...........................................      1,793,382       1,795,224
DEPOSITS AND OTHER ASSETS, net .............................................         17,198          17,385
                                                                               ------------    ------------
                                                                               $ 11,374,472    $ 10,955,968
                                                                               ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Line of credit ............................................................   $    503,452    $    681,981
 Accounts payable ..........................................................      3,184,976       1,804,186
 Accrued warranty and product upgrade ......................................      1,015,274       1,102,798
 Accrued compensation and benefits .........................................         77,656         376,932
 Other accrued liabilities .................................................        363,273         321,532
 Deferred revenue ..........................................................        761,309         765,184
 Current maturities of capitalized lease obligations .......................         35,686          13,548
                                                                               ------------    ------------
     Total current liabilities .............................................      5,941,626       5,066,161
CAPITALIZED LEASE OBLIGATIONS, less current maturities .....................         66,810          96,868
                                                                               ------------    ------------
     Total liabilities .....................................................      6,008,436       5,163,029
                                                                               ------------    ------------
SHAREHOLDERS' EQUITY:
 Common stock, $.001 par value, 30,000,000 shares authorized; 
  8,871,426 and 8,823,926 issued and outstanding, respectively .............          8,871           8,824
 Common stock warrants .....................................................        150,640         150,640
 Additional paid-in capital ................................................     20,132,465      20,085,011
 Accumulated deficit .......................................................    (14,925,940)    (14,451,536)
                                                                               ------------    ------------
     Total shareholders' equity ............................................      5,366,036       5,792,939
                                                                               ------------    ------------
                                                                               $ 11,374,472    $ 10,955,968
                                                                               ============    ============

</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -2-
<PAGE>
 
                    FIELDWORKS, INCORPORATED AND SUBSIDIARY
                     Consolidated Statements of Operations
                                  (Unaudited)

                                                For the Three Months Ended
                                                --------------------------
                                                 April 4,        April 5, 
                                                   1999           1998    
                                                -----------    -----------
NET SALES ..................................    $ 6,409,196    $ 5,385,802
COST OF SALES ..............................      4,346,279      3,213,521
                                                -----------    -----------
     Gross profit ..........................      2,062,917      2,172,281
                                                -----------    -----------
OPERATING EXPENSES:
  Sales and marketing ......................        974,444      1,439,604
  General and administrative ...............        711,728        836,435
  Research and development .................        853,004        708,930
                                                -----------    -----------
     Total operating expenses ..............      2,539,176      2,984,969
                                                -----------    -----------
     Operating loss ........................       (476,259)      (812,688)
INTEREST INCOME (EXPENSE) AND OTHER, net ...          1,855         56,507
                                                -----------    -----------
NET LOSS ...................................    $  (474,404)   $  (756,181)
                                                ===========    ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
 Net loss per common share .................    $      (.05)   $      (.09)
                                                ===========    ===========
 Weighted average common shares outstanding       8,832,294      8,765,615
                                                ===========    ===========

                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -3-
<PAGE>
 
                    FIELDWORKS, INCORPORATED AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                For the Three Months Ended
                                                                --------------------------
                                                                 April 4,        April 5, 
                                                                   1999            1998   
                                                                -----------    -----------
<S>                                                             <C>                  <C>
OPERATING ACTIVITIES:
  Net loss .................................................    $  (474,404)   $  (756,181)
  Adjustments to reconcile net loss to net cash used for
    operating activities-
     Depreciation and amortization .........................        189,671        132,911
     Accrued product upgrade and restructuring costs .......        (87,524)          --
     Change in operating items:
        Accounts receivable ................................       (994,030)     2,187,226
        Inventories ........................................     (1,129,303)      (496,637)
        Prepaid expenses and other .........................         12,435        (60,562)
        Accounts payable ...................................      1,380,790       (266,541)
        Accrued expenses ...................................       (257,535)      (226,085)
        Deferred revenue ...................................         (3,875)       174,337
                                                                -----------    -----------
        Net cash provided by (used for) operating 
           activities ......................................     (1,363,775)       688,468
                                                                -----------    -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment .......................       (187,746)      (585,604)
                                                                -----------    -----------
     Net cash used for investing activities ................       (187,746)      (585,604)
                                                                -----------    -----------
FINANCING ACTIVITIES:
  Proceeds from issuance of common stock ...................         47,501         83,100
  Net line of credit borrowings (repayments) ...............       (178,529)          --
  Payment of capitalized lease obligations .................         (7,920)       (17,321)
                                                                -----------    -----------
     Net cash (used for) provided by financing activities ..       (138,948)        65,779
                                                                -----------    -----------
CHANGE IN CASH AND CASH EQUIVALENTS ........................     (1,690,469)       168,643
CASH AND CASH EQUIVALENTS, beginning of period .............      1,690,469      3,218,759
                                                                -----------    -----------
CASH AND CASH EQUIVALENTS, end of period ...................    $      --      $ 3,387,402
                                                                ===========    ===========



SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Cash paid for interest ...................................    $    18,666    $     2,121
                                                                ===========    ===========
</TABLE>

                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -4-
<PAGE>
 
                    FIELDWORKS, INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                  (Unaudited)

1.   Basis of Presentation:

     The accompanying unaudited consolidated financial statements of FieldWorks,
Incorporated (FieldWorks or the Company), should be read in conjunction with the
consolidated financial statements and notes thereto filed with the Securities
and Exchange Commission in the Company's Annual Report on Form 10-K, for the
fiscal year ended January 3, 1999. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) considered necessary to
present fairly the financial results for the interim periods presented. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the entire fiscal year.

2.   Inventories:

     Inventories are stated at the lower of cost or market value, as determined
by the first-in, first-out cost method, and consisted of the following:

                                              April 4,    January 3,
                                                1999         1999
                                             ----------   ----------
Raw materials ............................   $2,989,509   $2,478,662
Work in process ..........................      752,891      173,791
Finished goods ...........................      787,647      748,291
                                             ----------   ----------
  Total ..................................   $4,530,047   $3,400,744
                                             ==========   ==========

3.   Initial Public Offering:

     In March 1997, the Company completed an initial public offering (IPO) of
2,125,000 shares of common stock with proceeds of approximately $11.8 million,
net of related offering costs. The Company used $6.4 million of the proceeds to
repay bridge financing arrangements and the remaining proceeds were used to fund
capital expenditures and for working capital purposes. In connection with the
offering, the Company issued warrants to the underwriter to purchase 212,500
shares of common stock at an exercise price of $7.80 per share. At the
completion of the IPO, the Company's articles of incorporation were amended to
authorize 30 million shares of common stock, $.001 par value, and five million
shares of undesignated preferred stock, $.001 par value.

4.   Earnings (Loss) Per Share:

     The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS No. 128) effective in the quarter and year ended
January 4, 1998. SFAS No. 128 establishes accounting standards for computing and
presenting earnings (loss) per share (EPS). Basic EPS is computed by dividing
net income by the weighted average number of shares of common stock outstanding
during the period. No dilution for potentially dilutive securities is included.
Diluted EPS is calculated using the treasury stock method and reflects the
dilutive effect of outstanding options, warrants and other securities. In the
Company's calculations, the impact of common stock equivalents has been excluded
from the computation of weighted average common shares outstanding as the effect
would be antidilutive. As a result, basic and diluted EPS are equal for all
periods presented in the accompanying Consolidated Statements of Operations.

                                      -5-
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Cautionary Statement Regarding Forward Looking Statements

     This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used in
this Form 10-Q and in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized executive officer, the words or phrases
"believes," "anticipates," "expects," "intends," "estimates," "should," "may" or
similar expressions are intended to identify such forward-looking statements,
but are not the exclusive means of identifying such statements. These forward-
looking statements involve risks and uncertainties that may cause the Company's
actual results to differ materially from the results discussed in the forward-
looking statements. Factors that might cause such differences include, but are
not limited to, the following: risks associated with the development of new
products, market acceptance of new products, technological obsolescence,
dependence on third-party manufacturers and suppliers, risks associated with the
Company's dependence on proprietary technology, and the long customer sales
cycle. The Company wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. The
Company undertakes no obligation to revise any forward-looking statements in
order to reflect events or circumstances after the date of such statements.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report and in the Company's other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect the Company's business. The Company's
forward-looking statements are qualified in their entirety by the cautions and
risk factors set forth under the "Cautionary Statement" filed as Exhibit 99.1 to
its Form 10-K for the year ended January 3, 1999.

                                      -6-
<PAGE>
 
Results of Operations

     The following table sets forth certain financial data expressed as a
percentage of net sales for the periods indicated:

                                            For the Three Months Ended
                                            --------------------------
                                               April 4,   April 5,
                                                 1999       1998  
                                               --------   --------
Net sales .................................      100%       100%
Cost of sales .............................       68         60
                                                 ---        ---
  Gross profit ............................       32         40
Operating expenses:
  Sales and marketing .....................       15         27
  General and administrative ..............       11         15
  Research and development ................       13         13
                                                 ---        ---
     Total operating expenses .............       39         55
                                                 ---        ---
Operating loss ............................       (7)       (15)
Interest income (expense) and other, net ..        *          1
                                                 ---        ---
Net loss ..................................       (7)%      (14)%
                                                 ===        ===

*Less than .5%.

     Net Sales. The Company's net sales increased 19% from $5.4 million in the
first quarter of fiscal 1998 to $6.4 million for the first quarter of fiscal
1999. The increase resulted from 50% higher sales volume of the 5000 Series
Workstation as compared to the first quarter of 1998 due to significant customer
contracts, offset by an 11% decrease in 7000 Series Workstation sales. Sales of
the 5000 Series Workstations represented 47% and 43% of net sales for the
quarters ended April 4, 1999 and April 5, 1998, respectively. Additionally,
Professional Services revenue, including product upgrades, technical support and
non-standard product sales accounted for $0.9 million in revenue for the first
quarter of 1999. Professional services revenue was not reported separately
during the first quarter of 1998. The Company has focused its marketing efforts
on the transportation, public services and government/military markets with
initial focus on service bay and data acquisition within the trucking industry.
One customer, Ryder Transportation Services, represented $2.6 million of net
sales for the first quarter of 1999 and two customers, Navistar International
Transportation and Freightliner Corporation, represented $1.1 million and $0.6
million, respectively, in the first quarter of 1998.

     International sales decreased from 34%, or $1.8 million, of net sales for
the first quarter of 1998 to 16%, or $1.0 million, for the first quarter of
1999. The 44% decrease from first quarter of 1998 was due to the level of
significant contracts with domestic customers in the first quarter of 1999. The
majority of international sales, approximately 75%, are in Europe. The Company
believes that international sales will return to their historical level as a
percentage of net sales, in the mid-20% range, for the remainder of 1999, with
little impact on the Company's results of operations or liquidity.

     Gross Profit. Gross profit of $2.1 million for the first quarter of 1999
was comparable to $2.2 million for the first quarter of 1998. Gross profit, as a
percentage of sales, was 32.2% and 40.3% for the first quarter of 1999 and 1998,
respectively. Sales of the 5000 Series Workstation, which generally carry lower
pricing and gross profit margins, represented a greater percentage of sales in
the first quarter of 1999. Additionally, sales under high volume contracts,
which include volume discounts, comprised a significant portion of sales for the
first quarter of 1999. The Company's gross profit margin will fluctuate as a
result of a number of factors, including mix of products sold, the proportion of
international sales, large customer contracts and utilization of manufacturing
capacity. The Company anticipates gross profit margins in the mid 30% range in
the near future.

                                      -7-
<PAGE>
 
     Sales and Marketing. Sales and marketing expenses include salaries, sales
commissions, travel, advertising, promotions and trade shows. In addition, these
expenses include the technical support costs related to maintaining the
Company's standard one year warranty on its products. Sales and marketing
expenses decreased from $1.4 million or 27% of net sales for the first quarter
of 1998 to $1.0 million or 15% of net sales for the comparable period in 1999.
The decrease was due to a reduction in promotion and advertising expenses as
vertical market strategies were developed, as well as other cost control
initiatives. In addition, warranty expense decreased due to improved performance
and reliability. The Company expects to expand its direct sales force and
increase its promotion and marketing efforts through 1999 within its target
markets of trucking, public services and government/military. Accordingly,
increases in sales and marketing expenditures are anticipated in future periods.

     General and Administrative. General and administrative expenses include the
Company's executive, finance, human resources, and information services
departments. These expenses decreased slightly from $0.8 million, or 15% of net
sales, for the quarter ended April 5, 1998, to $0.7 million, or 11% of net
sales, for the quarter ended April 4, 1999. The Company anticipates holding the
growth of general and administrative expenses to a level less than the growth of
sales in the future.

     Research and Development. Research and development expenses are incurred in
the design, development and testing of new or enhanced products and services and
customized computing platforms. These costs are expensed as incurred. Research
and development expenses increased slightly from $0.7 million or 13% of net
sales during the first quarter of 1998 to $0.9 million or 13% of net sales for
the first quarter of 1999. The increase was primarily due to the development of
the 2000 Series Embedded Vehicle System and engineering support of customer-
specific professional services. The 2000 Series, which is targeted at the
transportation and public services markets, is scheduled for its first
production in the second quarter of 1999. The Company expects research and
development expenses to increase for the foreseeable future as it continues to
expand its development efforts and solutions offerings. As a percentage of net
sales, however, research and development expenses are expected to remain
relatively stable.

     Interest Income (Expense) and Other, Net. Net interest income was
approximately $57,000 for the first quarter of 1998 compared to net interest
income of $2,000 for the comparable period in 1999. The decrease is due to an
increase in interest expense related to the Company's line of credit. The
Company will continue to draw on its line of credit to fund operations and
anticipates recording net interest expense for the foreseeable future.

Liquidity and Capital Resources

     In March 1997, the Company completed an initial public offering of common
stock and received net proceeds of $11.8 million from the sale of 2,125,000
shares. From the proceeds, the Company repaid $6.4 million of loans in 1997.
There were no additional loans or credit facilities until November 1998, at
which time the Company entered into a two-year $3.0 million line of credit
agreement. Borrowings bear interest at the greater of 3% over prime or 9%.
Borrowings were $0.5 million as of April 4, 1999, as compared to $0.7 million at
January 3, 1999. The borrowing base consists of 75% of eligible receivables plus
the lesser of $600,000 or 30% of eligible inventory as defined in the agreement.
Availability based on the borrowing base calculation was $3.0 million as of
April 4, 1999 and $1.7 million as of January 3, 1999. The agreement contains a
covenant requiring cumulative year-to-date profit on a quarterly basis. The
Company was out of compliance with the covenant as of April 4, 1999, and has
received a verbal waiver of default. Failure to comply with this covenant in the
future could result in default and accelerated repayment requirements

                                      -8-
<PAGE>
 
     Cash used for operating activities totaled $1.4 million for the first
quarter of 1999. The Company's accounts receivable increased $1.0 million from
$3.9 million at January 3, 1999 to $4.9 million at April 4, 1999, primarily due
to timing of increased sales at the end of the quarter. Inventories increased
$1.1 million to $4.5 million at April 4, 1999. This was mainly due to purchases
for significant customer contracts and other anticipated sales in the first and
second quarters of 1999.

     During the first quarter of 1999, the Company purchased $0.2 million of
property, plant and equipment. The expenditures related primarily to
manufacturing tooling expenditures for the 2000 Series Embedded Vehicle System.
The Company anticipates tooling expenditures to increase in the foreseeable
future, as it expands its product line offerings and enhances existing
platforms, but anticipates overall property, plant and equipment expenditures to
decrease slightly as compared to prior years due to no additional planned
leasehold improvements.

     The Company anticipates that its line of credit, anticipated operating cash
flows, and other potential financing sources should be sufficient to fund its
cash flow needs in 1999. The Company may also seek additional equity or debt
financing to fund expansion of products and service offerings. Cash requirements
for periods during and beyond the next twelve months depend on demand for the
Company's products, cash management operations and its rate of growth, among
other factors. There can be no assurances that additional financing will be
available, and if available, would be on terms favorable to the Company and
would not be dilutive to existing shareholders.

Year 2000

     The year 2000 issue is the result of computer programs using only the last
two digits to identify the year. These programs may not be able to interpret
dates beyond the year 1999, which could cause computer system failure or other
errors disrupting operations. The Company is aware of the potential computing
difficulties that the issue presents for the Company's operations in the year
2000 and as a result, has established an internal team, reporting to upper
management, to address the issue. This team's focus includes the functioning of
the Company's products, internal computer systems and non-computer operations,
production processes, key vendors, vital business partners and critical
customers.
 
     The Company's major internal information systems software was upgraded
during the first quarter of 1998 to ensure year 2000 compliance and provide
enhanced systems capabilities. The total cost of the implementation was
$110,000. The Company plans to perform other minor upgrades to its software and
hardware by the end of the third quarter of 1999. Approximately 65% of the
expected costs associated with internal systems software alterations have been
incurred to date. The Company's internal production processes and
non-information systems software have been assessed and the Company believes
these items are year 2000 compliant.

     Management believes its current products are year 2000 compliant and is
offering updated configuration software for products shipped in prior periods.
Notification to customers of the availability of updated software has occurred
and re-notification of key customers will occur in the second quarter of 1999.
Associated costs are expected to be under $100,000. Approximately 85% of the
expected costs associated with ensuring that the Company's products are year
2000 compliant have been incurred to date.

     The source of funds for upgrades to internal software, production processes
and previously sold products is existing operating cash flows. There are
currently no other projects within the Company that are affected by the outlay
of significant resources to ensure year 2000 compliance.

                                      -9-
<PAGE>
 
     The Company's operations with respect to the year 2000 may also be affected
by other entities with which the Company transacts business. The Company has
requested documentation from its vendors regarding compliance, and will evaluate
alternative courses of action for vendors who are not or will not be year 2000
compliant. To date, varying confirmations have been received from the Company's
vendors. The Company has identified its critical vendors and is in the process
of verifying which are currently year 2000 compliant. Contingency plans will be
developed for all critical vendors which are not year 2000 compliant by the end
of the second quarter of 1999.

     The year 2000 issue creates risk for the Company from unforeseen problems
in its own computer systems and from the Company's vendors. Although the Company
does not believe that the year 2000 issue will have a material impact on its
business, financial position, results of operations or liquidity, it is
uncertain what effect any failure of the Company's systems or its vendors'
systems might have on its operations.

     Although the Company intends to fully address the year 2000 issue, without
further assessment or resources assigned, the Company can give no assurance that
the year 2000 issue will not cause significant business disruption, including
delays in parts availability resulting in potential shipping delays and/or lost
revenues.

     The Company identified all critical, external entities by the end of the
first quarter of 1999. Notification of these entities, determination of their
year 2000 status and development of alternative plans, if necessary are to be
completed by the end of the second quarter of 1999.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company does not utilize derivative or other financial instruments for
hedging or speculative purposes, and accordingly, is not exposed to these types
of market risk.

     The Company is subject to interest rate risk related to its outstanding
line of credit borrowings and any existing money market or other investment
amounts. The Company's line of credit bears interest at a rate based on the
prime lending rate, and any money market investments also earn interest based on
market rates. Based on current interest rate conditions, the Company does not
believe that it is exposed to significant associated market risk.

     All of the Company's transactions are conducted and accounts are
denominated in United States dollars and as such, the Company does not currently
have exposure to foreign currency risk.

PART II.  OTHER INFORMATION
---------------------------
ITEM 1.  LEGAL PROCEEDINGS

     The Company is involved in legal actions in the ordinary course of its
business. Although the Company cannot predict the outcome of any such legal
actions, management believes that there is no pending legal proceeding against
or involving the Company for which the outcome is likely to have a material
adverse effect upon the Company's financial position, results of operations or
cash flows.

                                      -10-
<PAGE>
 
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Use of Proceeds

     The Company's registration statement on Form S-1, file number 333-18335,
was declared effective on March 19, 1997. The Company registered an aggregate of
2,443,750 shares of common stock, $.001 par value (including 316,250 shares
covered by a registration statement filed pursuant to Rule 462(m) on March 20,
1997, file number 333-23637) with R.J. Steichen & Company as the managing
underwriter. The offering commenced on March 20, 1997, and on March 25, 1997,
the Company closed on aggregate proceeds of $13,812,500 from the sale of
2,125,000 of these shares. The remainder of the shares registered were subject
to an underwriters' over-allotment option that subsequently expired unexercised.

     The following expenses were incurred in connection with the issuance and
distribution of the securities:

                 Underwriters discount and commission             $   967,000
                 Expenses paid to underwriters                        276,000
                 Other expenses                                       809,000
                                                                  -----------
                 Total expenses                                   $ 2,052,000
                                                                  ===========
 
                 Net offering proceeds                            $11,760,000
                                                                  ===========


     All of the net offering proceeds had been used as follows as of April 4,
1999:

                 Construction of plant, building and              $   348,000
                 facilities
                 Purchase of machinery and equipment                1,509,700
                 Repayment of indebtedness                          6,597,000
                 Working capital                                    3,305,300
                                                                  -----------
                                                                  $11,760,000
                                                                  ===========

     All such amounts were direct payments to third parties.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     There were no matters submitted to a vote of security holders during the
Company's first quarter ended May 2, 1999.

ITEM 5. OTHER INFORMATION

     None.

                                      -11-
<PAGE>
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit 3.1   Second Amended and Restated Articles of Incorporation of the
                   Company (incorporated by reference to Exhibit 3.2 to the
                   Company's Registration Statement filed on Form S-1, File No.
                   333-18335)

     Exhibit 3.2   Second Amended and Restated Bylaws of the Company
                   (incorporated by reference to Exhibit 3.4 to the Company's
                   Registration Statement filed on Form S-1, File No. 333-18335)

     Exhibit 27.1  Financial Data Schedule (filed herewith)

(b)  Reports on Form 8-K

     None.

                                   SIGNATURE

     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.

FIELDWORKS, INCORPORATED


Date:  May 17, 1999                          /s/ Karen L. Engebretson
                                       ------------------------------------
                                       Karen L. Engebretson, Vice President of
                                       Finance and CFO (as authorized officer
                                       and principal financial officer)

                                      -12-
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--------------------------------------------------------------------------------

                                 UNITED STATES
                       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 April 4, 1999

                                       OR

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

For the transition period from ___________ to ___________

Commission file number 000-22221

                            FIELDWORKS, INCORPORATED
             (Exact name of registrant as specified in its charter)

               Minnesota                                  41-1731723
(State or other jurisdiction  of incorporation         (I.R.S. Employer
          or organization)                            Identification No.)

                               7631 Anagram Drive
                         Eden Prairie, Minnesota  55344
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (612) 974-7000
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]     No  [ ]

The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of May 11, 1999 was 8,873,426.

--------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS

                    FIELDWORKS, INCORPORATED AND SUBSIDIARY
                          Consolidated Balance Sheets
April 4,       January 3, 
                                                                                  1999             1999    
                                                                               ------------    ------------
                                       ASSETS                                  (Unaudited)
CURRENT ASSETS:
 Cash and cash equivalents .................................................   $       --      $  1,690,469
 Accounts receivable, net of allowance for doubtful accounts 
  of $269,200 and $269,800, respectively....................................      4,924,396       3,930,366
 Inventories ...............................................................      4,530,047       3,400,744
 Prepaid expenses and other ................................................        109,449         121,780
                                                                               ------------    ------------
     Total current assets ..................................................      9,563,892       9,143,359
                                                                               ------------    ------------
PROPERTY AND EQUIPMENT:
 Computers and equipment ...................................................      1,808,201       1,620,455
 Furniture and fixtures ....................................................      1,109,895       1,109,895
 Leasehold improvements ....................................................        458,216         458,216
 Less: Accumulated depreciation ............................................     (1,582,930)     (1,393,342)
                                                                               ------------    ------------
     Property and equipment, net ...........................................      1,793,382       1,795,224
DEPOSITS AND OTHER ASSETS, net .............................................         17,198          17,385
                                                                               ------------    ------------
                                                                               $ 11,374,472    $ 10,955,968
                                                                               ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Line of credit ............................................................   $    503,452    $    681,981
 Accounts payable ..........................................................      3,184,976       1,804,186
 Accrued warranty and product upgrade ......................................      1,015,274       1,102,798
 Accrued compensation and benefits .........................................         77,656         376,932
 Other accrued liabilities .................................................        363,273         321,532
 Deferred revenue ..........................................................        761,309         765,184
 Current maturities of capitalized lease obligations .......................         35,686          13,548
                                                                               ------------    ------------
     Total current liabilities .............................................      5,941,626       5,066,161
CAPITALIZED LEASE OBLIGATIONS, less current maturities .....................         66,810          96,868
                                                                               ------------    ------------
     Total liabilities .....................................................      6,008,436       5,163,029
                                                                               ------------    ------------
SHAREHOLDERS' EQUITY:
 Common stock, $.001 par value, 30,000,000 shares authorized; 
  8,871,426 and 8,823,926 issued and outstanding, respectively .............          8,871           8,824
 Common stock warrants .....................................................        150,640         150,640
 Additional paid-in capital ................................................     20,132,465      20,085,011
 Accumulated deficit .......................................................    (14,925,940)    (14,451,536)
                                                                               ------------    ------------
     Total shareholders' equity ............................................      5,366,036       5,792,939
                                                                               ------------    ------------
                                                                               $ 11,374,472    $ 10,955,968
                                                                               ============    ============
The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -2-
FIELDWORKS, INCORPORATED AND SUBSIDIARY
                     Consolidated Statements of Operations
                                  (Unaudited)

                                                For the Three Months Ended
                                                --------------------------
                                                 April 4,        April 5, 
                                                   1999           1998    
                                                -----------    -----------
NET SALES ..................................    $ 6,409,196    $ 5,385,802
COST OF SALES ..............................      4,346,279      3,213,521
                                                -----------    -----------
     Gross profit ..........................      2,062,917      2,172,281
                                                -----------    -----------
OPERATING EXPENSES:
  Sales and marketing ......................        974,444      1,439,604
  General and administrative ...............        711,728        836,435
  Research and development .................        853,004        708,930
                                                -----------    -----------
     Total operating expenses ..............      2,539,176      2,984,969
                                                -----------    -----------
     Operating loss ........................       (476,259)      (812,688)
INTEREST INCOME (EXPENSE) AND OTHER, net ...          1,855         56,507
                                                -----------    -----------
NET LOSS ...................................    $  (474,404)   $  (756,181)
                                                ===========    ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
 Net loss per common share .................    $      (.05)   $      (.09)
                                                ===========    ===========
 Weighted average common shares outstanding       8,832,294      8,765,615
                                                ===========    ===========

                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -3-
FIELDWORKS, INCORPORATED AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
For the Three Months Ended
                                                                --------------------------
                                                                 April 4,        April 5, 
                                                                   1999            1998   
                                                                -----------    -----------
OPERATING ACTIVITIES:
  Net loss .................................................    $  (474,404)   $  (756,181)
  Adjustments to reconcile net loss to net cash used for
    operating activities-
     Depreciation and amortization .........................        189,671        132,911
     Accrued product upgrade and restructuring costs .......        (87,524)          --
     Change in operating items:
        Accounts receivable ................................       (994,030)     2,187,226
        Inventories ........................................     (1,129,303)      (496,637)
        Prepaid expenses and other .........................         12,435        (60,562)
        Accounts payable ...................................      1,380,790       (266,541)
        Accrued expenses ...................................       (257,535)      (226,085)
        Deferred revenue ...................................         (3,875)       174,337
                                                                -----------    -----------
        Net cash provided by (used for) operating 
           activities ......................................     (1,363,775)       688,468
                                                                -----------    -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment .......................       (187,746)      (585,604)
                                                                -----------    -----------
     Net cash used for investing activities ................       (187,746)      (585,604)
                                                                -----------    -----------
FINANCING ACTIVITIES:
  Proceeds from issuance of common stock ...................         47,501         83,100
  Net line of credit borrowings (repayments) ...............       (178,529)          --
  Payment of capitalized lease obligations .................         (7,920)       (17,321)
                                                                -----------    -----------
     Net cash (used for) provided by financing activities ..       (138,948)        65,779
                                                                -----------    -----------
CHANGE IN CASH AND CASH EQUIVALENTS ........................     (1,690,469)       168,643
CASH AND CASH EQUIVALENTS, beginning of period .............      1,690,469      3,218,759
                                                                -----------    -----------
CASH AND CASH EQUIVALENTS, end of period ...................    $      --      $ 3,387,402
                                                                ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Cash paid for interest ...................................    $    18,666    $     2,121
                                                                ===========    ===========
The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -4-
FIELDWORKS, INCORPORATED AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                  (Unaudited)

1.   Basis of Presentation:

     The accompanying unaudited consolidated financial statements of FieldWorks,
Incorporated (FieldWorks or the Company), should be read in conjunction with the
consolidated financial statements and notes thereto filed with the Securities
and Exchange Commission in the Company's Annual Report on Form 10-K, for the
fiscal year ended January 3, 1999. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) considered necessary to
present fairly the financial results for the interim periods presented. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the entire fiscal year.

2.   Inventories:

     Inventories are stated at the lower of cost or market value, as determined
by the first-in, first-out cost method, and consisted of the following:

                                              April 4,    January 3,
                                                1999         1999
                                             ----------   ----------
Raw materials ............................   $2,989,509   $2,478,662
Work in process ..........................      752,891      173,791
Finished goods ...........................      787,647      748,291
                                             ----------   ----------
  Total ..................................   $4,530,047   $3,400,744
                                             ==========   ==========

3.   Initial Public Offering:

     In March 1997, the Company completed an initial public offering (IPO) of
2,125,000 shares of common stock with proceeds of approximately $11.8 million,
net of related offering costs. The Company used $6.4 million of the proceeds to
repay bridge financing arrangements and the remaining proceeds were used to fund
capital expenditures and for working capital purposes. In connection with the
offering, the Company issued warrants to the underwriter to purchase 212,500
shares of common stock at an exercise price of $7.80 per share. At the
completion of the IPO, the Company's articles of incorporation were amended to
authorize 30 million shares of common stock, $.001 par value, and five million
shares of undesignated preferred stock, $.001 par value.

4.   Earnings (Loss) Per Share:

     The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS No. 128) effective in the quarter and year ended
January 4, 1998. SFAS No. 128 establishes accounting standards for computing and
presenting earnings (loss) per share (EPS). Basic EPS is computed by dividing
net income by the weighted average number of shares of common stock outstanding
during the period. No dilution for potentially dilutive securities is included.
Diluted EPS is calculated using the treasury stock method and reflects the
dilutive effect of outstanding options, warrants and other securities. In the
Company's calculations, the impact of common stock equivalents has been excluded
from the computation of weighted average common shares outstanding as the effect
would be antidilutive. As a result, basic and diluted EPS are equal for all
periods presented in the accompanying Consolidated Statements of Operations.

                                      -5-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Cautionary Statement Regarding Forward Looking Statements

     This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used in
this Form 10-Q and in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized executive officer, the words or phrases
"believes," "anticipates," "expects," "intends," "estimates," "should," "may" or
similar expressions are intended to identify such forward-looking statements,
but are not the exclusive means of identifying such statements. These forward-
looking statements involve risks and uncertainties that may cause the Company's
actual results to differ materially from the results discussed in the forward-
looking statements. Factors that might cause such differences include, but are
not limited to, the following: risks associated with the development of new
products, market acceptance of new products, technological obsolescence,
dependence on third-party manufacturers and suppliers, risks associated with the
Company's dependence on proprietary technology, and the long customer sales
cycle. The Company wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. The
Company undertakes no obligation to revise any forward-looking statements in
order to reflect events or circumstances after the date of such statements.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report and in the Company's other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect the Company's business. The Company's
forward-looking statements are qualified in their entirety by the cautions and
risk factors set forth under the "Cautionary Statement" filed as Exhibit 99.1 to
its Form 10-K for the year ended January 3, 1999.

                                      -6-
Results of Operations

     The following table sets forth certain financial data expressed as a
percentage of net sales for the periods indicated:

                                            For the Three Months Ended
                                            --------------------------
                                               April 4,   April 5,
                                                 1999       1998  
                                               --------   --------
Net sales .................................      100%       100%
Cost of sales .............................       68         60
                                                 ---        ---
  Gross profit ............................       32         40
Operating expenses:
  Sales and marketing .....................       15         27
  General and administrative ..............       11         15
  Research and development ................       13         13
                                                 ---        ---
     Total operating expenses .............       39         55
                                                 ---        ---
Operating loss ............................       (7)       (15)
Interest income (expense) and other, net ..        *          1
                                                 ---        ---
Net loss ..................................       (7)%      (14)%
                                                 ===        ===

*Less than .5%.

     Net Sales. The Company's net sales increased 19% from $5.4 million in the
first quarter of fiscal 1998 to $6.4 million for the first quarter of fiscal
1999. The increase resulted from 50% higher sales volume of the 5000 Series
Workstation as compared to the first quarter of 1998 due to significant customer
contracts, offset by an 11% decrease in 7000 Series Workstation sales. Sales of
the 5000 Series Workstations represented 47% and 43% of net sales for the
quarters ended April 4, 1999 and April 5, 1998, respectively. Additionally,
Professional Services revenue, including product upgrades, technical support and
non-standard product sales accounted for $0.9 million in revenue for the first
quarter of 1999. Professional services revenue was not reported separately
during the first quarter of 1998. The Company has focused its marketing efforts
on the transportation, public services and government/military markets with
initial focus on service bay and data acquisition within the trucking industry.
One customer, Ryder Transportation Services, represented $2.6 million of net
sales for the first quarter of 1999 and two customers, Navistar International
Transportation and Freightliner Corporation, represented $1.1 million and $0.6
million, respectively, in the first quarter of 1998.

     International sales decreased from 34%, or $1.8 million, of net sales for
the first quarter of 1998 to 16%, or $1.0 million, for the first quarter of
1999. The 44% decrease from first quarter of 1998 was due to the level of
significant contracts with domestic customers in the first quarter of 1999. The
majority of international sales, approximately 75%, are in Europe. The Company
believes that international sales will return to their historical level as a
percentage of net sales, in the mid-20% range, for the remainder of 1999, with
little impact on the Company's results of operations or liquidity.

     Gross Profit. Gross profit of $2.1 million for the first quarter of 1999
was comparable to $2.2 million for the first quarter of 1998. Gross profit, as a
percentage of sales, was 32.2% and 40.3% for the first quarter of 1999 and 1998,
respectively. Sales of the 5000 Series Workstation, which generally carry lower
pricing and gross profit margins, represented a greater percentage of sales in
the first quarter of 1999. Additionally, sales under high volume contracts,
which include volume discounts, comprised a significant portion of sales for the
first quarter of 1999. The Company's gross profit margin will fluctuate as a
result of a number of factors, including mix of products sold, the proportion of
international sales, large customer contracts and utilization of manufacturing
capacity. The Company anticipates gross profit margins in the mid 30% range in
the near future.

                                      -7-
Sales and Marketing. Sales and marketing expenses include salaries, sales
commissions, travel, advertising, promotions and trade shows. In addition, these
expenses include the technical support costs related to maintaining the
Company's standard one year warranty on its products. Sales and marketing
expenses decreased from $1.4 million or 27% of net sales for the first quarter
of 1998 to $1.0 million or 15% of net sales for the comparable period in 1999.
The decrease was due to a reduction in promotion and advertising expenses as
vertical market strategies were developed, as well as other cost control
initiatives. In addition, warranty expense decreased due to improved performance
and reliability. The Company expects to expand its direct sales force and
increase its promotion and marketing efforts through 1999 within its target
markets of trucking, public services and government/military. Accordingly,
increases in sales and marketing expenditures are anticipated in future periods.

     General and Administrative. General and administrative expenses include the
Company's executive, finance, human resources, and information services
departments. These expenses decreased slightly from $0.8 million, or 15% of net
sales, for the quarter ended April 5, 1998, to $0.7 million, or 11% of net
sales, for the quarter ended April 4, 1999. The Company anticipates holding the
growth of general and administrative expenses to a level less than the growth of
sales in the future.

     Research and Development. Research and development expenses are incurred in
the design, development and testing of new or enhanced products and services and
customized computing platforms. These costs are expensed as incurred. Research
and development expenses increased slightly from $0.7 million or 13% of net
sales during the first quarter of 1998 to $0.9 million or 13% of net sales for
the first quarter of 1999. The increase was primarily due to the development of
the 2000 Series Embedded Vehicle System and engineering support of customer-
specific professional services. The 2000 Series, which is targeted at the
transportation and public services markets, is scheduled for its first
production in the second quarter of 1999. The Company expects research and
development expenses to increase for the foreseeable future as it continues to
expand its development efforts and solutions offerings. As a percentage of net
sales, however, research and development expenses are expected to remain
relatively stable.

     Interest Income (Expense) and Other, Net. Net interest income was
approximately $57,000 for the first quarter of 1998 compared to net interest
income of $2,000 for the comparable period in 1999. The decrease is due to an
increase in interest expense related to the Company's line of credit. The
Company will continue to draw on its line of credit to fund operations and
anticipates recording net interest expense for the foreseeable future.

Liquidity and Capital Resources

     In March 1997, the Company completed an initial public offering of common
stock and received net proceeds of $11.8 million from the sale of 2,125,000
shares. From the proceeds, the Company repaid $6.4 million of loans in 1997.
There were no additional loans or credit facilities until November 1998, at
which time the Company entered into a two-year $3.0 million line of credit
agreement. Borrowings bear interest at the greater of 3% over prime or 9%.
Borrowings were $0.5 million as of April 4, 1999, as compared to $0.7 million at
January 3, 1999. The borrowing base consists of 75% of eligible receivables plus
the lesser of $600,000 or 30% of eligible inventory as defined in the agreement.
Availability based on the borrowing base calculation was $3.0 million as of
April 4, 1999 and $1.7 million as of January 3, 1999. The agreement contains a
covenant requiring cumulative year-to-date profit on a quarterly basis. The
Company was out of compliance with the covenant as of April 4, 1999, and has
received a verbal waiver of default. Failure to comply with this covenant in the
future could result in default and accelerated repayment requirements

                                      -8-
Cash used for operating activities totaled $1.4 million for the first
quarter of 1999. The Company's accounts receivable increased $1.0 million from
$3.9 million at January 3, 1999 to $4.9 million at April 4, 1999, primarily due
to timing of increased sales at the end of the quarter. Inventories increased
$1.1 million to $4.5 million at April 4, 1999. This was mainly due to purchases
for significant customer contracts and other anticipated sales in the first and
second quarters of 1999.

     During the first quarter of 1999, the Company purchased $0.2 million of
property, plant and equipment. The expenditures related primarily to
manufacturing tooling expenditures for the 2000 Series Embedded Vehicle System.
The Company anticipates tooling expenditures to increase in the foreseeable
future, as it expands its product line offerings and enhances existing
platforms, but anticipates overall property, plant and equipment expenditures to
decrease slightly as compared to prior years due to no additional planned
leasehold improvements.

     The Company anticipates that its line of credit, anticipated operating cash
flows, and other potential financing sources should be sufficient to fund its
cash flow needs in 1999. The Company may also seek additional equity or debt
financing to fund expansion of products and service offerings. Cash requirements
for periods during and beyond the next twelve months depend on demand for the
Company's products, cash management operations and its rate of growth, among
other factors. There can be no assurances that additional financing will be
available, and if available, would be on terms favorable to the Company and
would not be dilutive to existing shareholders.

Year 2000

     The year 2000 issue is the result of computer programs using only the last
two digits to identify the year. These programs may not be able to interpret
dates beyond the year 1999, which could cause computer system failure or other
errors disrupting operations. The Company is aware of the potential computing
difficulties that the issue presents for the Company's operations in the year
2000 and as a result, has established an internal team, reporting to upper
management, to address the issue. This team's focus includes the functioning of
the Company's products, internal computer systems and non-computer operations,
production processes, key vendors, vital business partners and critical
customers.
 
     The Company's major internal information systems software was upgraded
during the first quarter of 1998 to ensure year 2000 compliance and provide
enhanced systems capabilities. The total cost of the implementation was
$110,000. The Company plans to perform other minor upgrades to its software and
hardware by the end of the third quarter of 1999. Approximately 65% of the
expected costs associated with internal systems software alterations have been
incurred to date. The Company's internal production processes and
non-information systems software have been assessed and the Company believes
these items are year 2000 compliant.

     Management believes its current products are year 2000 compliant and is
offering updated configuration software for products shipped in prior periods.
Notification to customers of the availability of updated software has occurred
and re-notification of key customers will occur in the second quarter of 1999.
Associated costs are expected to be under $100,000. Approximately 85% of the
expected costs associated with ensuring that the Company's products are year
2000 compliant have been incurred to date.

     The source of funds for upgrades to internal software, production processes
and previously sold products is existing operating cash flows. There are
currently no other projects within the Company that are affected by the outlay
of significant resources to ensure year 2000 compliance.

                                      -9-
The Company's operations with respect to the year 2000 may also be affected
by other entities with which the Company transacts business. The Company has
requested documentation from its vendors regarding compliance, and will evaluate
alternative courses of action for vendors who are not or will not be year 2000
compliant. To date, varying confirmations have been received from the Company's
vendors. The Company has identified its critical vendors and is in the process
of verifying which are currently year 2000 compliant. Contingency plans will be
developed for all critical vendors which are not year 2000 compliant by the end
of the second quarter of 1999.

     The year 2000 issue creates risk for the Company from unforeseen problems
in its own computer systems and from the Company's vendors. Although the Company
does not believe that the year 2000 issue will have a material impact on its
business, financial position, results of operations or liquidity, it is
uncertain what effect any failure of the Company's systems or its vendors'
systems might have on its operations.

     Although the Company intends to fully address the year 2000 issue, without
further assessment or resources assigned, the Company can give no assurance that
the year 2000 issue will not cause significant business disruption, including
delays in parts availability resulting in potential shipping delays and/or lost
revenues.

     The Company identified all critical, external entities by the end of the
first quarter of 1999. Notification of these entities, determination of their
year 2000 status and development of alternative plans, if necessary are to be
completed by the end of the second quarter of 1999.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company does not utilize derivative or other financial instruments for
hedging or speculative purposes, and accordingly, is not exposed to these types
of market risk.

     The Company is subject to interest rate risk related to its outstanding
line of credit borrowings and any existing money market or other investment
amounts. The Company's line of credit bears interest at a rate based on the
prime lending rate, and any money market investments also earn interest based on
market rates. Based on current interest rate conditions, the Company does not
believe that it is exposed to significant associated market risk.

     All of the Company's transactions are conducted and accounts are
denominated in United States dollars and as such, the Company does not currently
have exposure to foreign currency risk.

PART II.  OTHER INFORMATION
---------------------------
ITEM 1.  LEGAL PROCEEDINGS

     The Company is involved in legal actions in the ordinary course of its
business. Although the Company cannot predict the outcome of any such legal
actions, management believes that there is no pending legal proceeding against
or involving the Company for which the outcome is likely to have a material
adverse effect upon the Company's financial position, results of operations or
cash flows.

                                      -10-
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Use of Proceeds

     The Company's registration statement on Form S-1, file number 333-18335,
was declared effective on March 19, 1997. The Company registered an aggregate of
2,443,750 shares of common stock, $.001 par value (including 316,250 shares
covered by a registration statement filed pursuant to Rule 462(m) on March 20,
1997, file number 333-23637) with R.J. Steichen & Company as the managing
underwriter. The offering commenced on March 20, 1997, and on March 25, 1997,
the Company closed on aggregate proceeds of $13,812,500 from the sale of
2,125,000 of these shares. The remainder of the shares registered were subject
to an underwriters' over-allotment option that subsequently expired unexercised.

     The following expenses were incurred in connection with the issuance and
distribution of the securities:

                 Underwriters discount and commission             $   967,000
                 Expenses paid to underwriters                        276,000
                 Other expenses                                       809,000
                                                                  -----------
                 Total expenses                                   $ 2,052,000
                                                                  ===========
 
                 Net offering proceeds                            $11,760,000
                                                                  ===========

     All of the net offering proceeds had been used as follows as of April 4,
1999:

                 Construction of plant, building and              $   348,000
                 facilities
                 Purchase of machinery and equipment                1,509,700
                 Repayment of indebtedness                          6,597,000
                 Working capital                                    3,305,300
                                                                  -----------
                                                                  $11,760,000
                                                                  ===========

     All such amounts were direct payments to third parties.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     There were no matters submitted to a vote of security holders during the
Company's first quarter ended May 2, 1999.

ITEM 5. OTHER INFORMATION

     None.

                                      -11-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit 3.1   Second Amended and Restated Articles of Incorporation of the
                   Company (incorporated by reference to Exhibit 3.2 to the
                   Company's Registration Statement filed on Form S-1, File No.
                   333-18335)

     Exhibit 3.2   Second Amended and Restated Bylaws of the Company
                   (incorporated by reference to Exhibit 3.4 to the Company's
                   Registration Statement filed on Form S-1, File No. 333-18335)

     Exhibit 27.1  Financial Data Schedule (filed herewith)

(b)  Reports on Form 8-K

     None.

                                   SIGNATURE

     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.

FIELDWORKS, INCORPORATED

Date:  May 17, 1999                          /s/ Karen L. Engebretson
                                       ------------------------------------
                                       Karen L. Engebretson, Vice President of
                                       Finance and CFO (as authorized officer
                                       and principal financial officer)

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