<PAGE>
 
                       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 September 30, 1998, or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from _____________________ to ______________________

Commission file number 0-16125

                                FASTENAL COMPANY
    ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Minnesota                                     41-0948415
  -------------------------------                    -------------------     
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

         2001 Theurer Boulevard
           Winona, Minnesota                                  55987
----------------------------------------                      -----
(Address of principal executive offices)                    (Zip Code)

                                 (507) 454-5374
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

        Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

                Class                         Outstanding at October 15, 1998
     ----------------------------             ------------------------------- 
     Common Stock, $.01 par value                       37,938,688
<PAGE>
 
                                FASTENAL COMPANY

                                      INDEX

                                                                       Page No.
                                                                       --------
Part I Financial Information:

            Consolidated Balance Sheets as of September 30, 1998 and 
               December 31, 1997                                             1

            Consolidated Statements of Earnings for the nine months 
               and three months ended September 30, 1998 and 1997            2

            Consolidated Statements of Cash Flows for the nine months   
               ended September 30, 1998 and 1997                             3

            Notes to Consolidated Financial Statements                       4

            Management's discussion and analysis of financial 
               condition and results of operations                        5-10

            Quantitative and qualitative disclosures about market risk      11

Part II Other Information

            Exhibits and reports on Form 8-K                                11
<PAGE>
 
                                      - 1 -

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                        FASTENAL COMPANY AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         September 30,     December 31,
                   Assets                                                    1998             1997
-------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                <C>    
Current assets:
        Cash and cash equivalents                                       $   1,645,000          386,000
        Trade accounts receivable, net of allowance for doubtful
              accounts of $740,000 and $660,000, respectively              71,662,000       57,542,000
        Inventories                                                        91,719,000       79,415,000
        Deferred income tax asset                                           1,591,000        1,591,000
        Other current assets                                                6,048,000        5,237,000
                                                                        -------------      -----------
                           Total current assets                           172,665,000      144,171,000

Marketable securities                                                         265,000          265,000
Property and equipment, less accumulated depreciation                      67,098,000       57,084,000
Other assets, less accumulated amortization                                 3,541,000        3,617,000
                                                                        -------------      -----------

                           Total assets                                 $ 243,569,000      205,137,000
                                                                        =============      ===========


               Liabilities and Stockholders' Equity
------------------------------------------------------------------------------------------------------

Current liabilities:
        Accounts payable                                                $  11,823,000       12,950,000
        Notes payable                                                      12,733,000       16,303,000
        Accrued expenses                                                    9,655,000        7,314,000
        Income taxes payable                                                2,526,000        1,049,000
                                                                        -------------      -----------
                           Total current liabilities                       36,737,000       37,616,000
                                                                        -------------      -----------

Deferred income tax liability                                               1,649,000        1,649,000
                                                                        -------------      -----------

Stockholders' equity:
        Preferred stock of $.01 par value per share 
              Authorized 5,000,000 shares; none issued                              0                0
        Common stock of $.01 par value per share. Authorized
              50,000,000 shares; issued and outstanding 37,938,688
              shares                                                          379,000          379,000
        Additional paid-in capital                                          4,424,000        4,424,000
        Retained earnings                                                 201,097,000      161,421,000
        Translation loss                                                     (717,000)        (352,000)
                                                                        -------------      -----------
                           Total stockholders' equity                     205,183,000      165,872,000
                                                                        -------------      -----------

                           Total liabilities and stockholders' equity   $ 243,569,000      205,137,000
                                                                        =============      ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>

                                      - 2 -

                        FASTENAL COMPANY AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                                   (Unaudited)
<TABLE>
<CAPTION>

                                              Nine months ended                Three months ended
                                                September 30,                    September 30,
                                       ------------------------------      ----------------------------
                                          1998               1997             1998            1997
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>              <C>              <C>        
Net sales                              $ 374,483,000      290,878,000      131,349,000      105,551,000

Cost of sales                            176,435,000      138,225,000       61,834,000       49,899,000
                                       -------------      -----------      -----------      -----------
      Gross profit                       198,048,000      152,653,000       69,515,000       55,652,000

Operating and administrative
  expenses                               131,422,000      102,021,000       46,400,000       37,067,000
                                       -------------      -----------      -----------      -----------
      Operating income                    66,626,000       50,632,000       23,115,000       18,585,000

Other income (expense):
    Interest income                            4,000           40,000                0           10,000
    Interest expense                        (905,000)        (699,000)        (308,000)        (199,000)
    Gain on disposal of property
      and equipment                           43,000          676,000           11,000           41,000
                                       -------------      -----------      -----------      -----------
      Total other income (expense)          (858,000)          17,000         (297,000)        (148,000)
                                       -------------      -----------      -----------      -----------

      Earnings before
        income taxes                      65,768,000       50,649,000       22,818,000       18,437,000

Income tax expense                        25,333,000       20,071,000        8,785,000        7,103,000
                                       -------------      -----------      -----------      -----------

      Net earnings                     $  40,435,000       30,578,000       14,033,000       11,334,000
                                       =============      ===========      ===========      ===========

Basic and diluted earnings per share   $        1.07              .81              .37              .30
                                       =============      ===========      ===========      ===========

Weighted average shares
  outstanding                             37,938,688       37,938,688       37,938,688       37,938,688
                                       =============      ===========      ===========      ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>

                                      - 3 -
 
                        FASTENAL COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                               Nine months ended
                                                                 September 30,
                                                          ----------------------------
                                                             1998             1997
--------------------------------------------------------------------------------------
<S>                                                       <C>              <C>       
Cash flows from operating activities:
   Net earnings                                           $ 40,435,000      30,578,000
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
        Depreciation of property and equipment               7,700,000       6,625,000
        Gain on disposal of property and equipment             (43,000)       (676,000)
        Amortization of goodwill and non-compete               165,000         165,000
        Changes in operating assets and liabilities:
           Trade accounts receivable                       (14,120,000)    (19,725,000)
           Inventories                                     (12,304,000)    (11,492,000)
           Other current assets                               (811,000)     (1,680,000)
           Accounts payable                                 (1,127,000)      7,458,000
           Accrued expenses                                  2,341,000       2,509,000
           Income taxes payable                              1,477,000       2,107,000
                                                          ------------      ----------
              Net cash provided by operating activities     23,713,000      15,869,000
                                                          ------------      ----------

Cash flows from investing activities:
   Additions of property and equipment, net                (25,298,000)    (21,438,000)
   Proceeds from sale of property and equipment              7,627,000       4,570,000
   Translation adjustment                                     (365,000)        (25,000)
   Increase in other assets                                    (89,000)       (156,000)
                                                          ------------      ----------
              Net cash used in investing activities        (18,125,000)    (17,049,000)
                                                          ------------      ----------

Cash flows from financing activities:
   Net (decrease) increase in notes payable                 (3,570,000)      1,816,000
   Payment of dividends                                       (759,000)       (759,000)
                                                          ------------      ----------
              Net cash (used in) provided by
                financing activities                        (4,329,000)      1,057,000
                                                          ------------      ----------

              Net increase (decrease) in cash and
                cash equivalents                             1,259,000        (123,000)

Cash and cash equivalents at beginning of period               386,000         426,000
                                                          ------------      ----------

Cash and cash equivalents at end of period                $  1,645,000         303,000
                                                          ============      ==========


Supplemental disclosure of cash flow information:
   Cash paid during each period for:
        Income taxes                                      $ 23,856,000      17,964,000
                                                          ============      ==========
        Interest                                          $    955,000         699,000
                                                          ============      ==========
</TABLE>


The accompanying notes are an integral part of the consolidated financial 
statements.
<PAGE>

                                      - 4 -
 
                        FASTENAL COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1998 and 1997

                                   (Unaudited)

(1) Basis of Presentation

     The accompanying unaudited consolidated financial statements of Fastenal
Company and subsidiaries (collectively referred to as the Company) have been
prepared in accordance with generally accepted accounting principles for interim
financial information. They do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. However, there has been no material change in the information
disclosed in the notes to consolidated financial statements included in the
Company's consolidated financial statements as of and for the year ended
December 31, 1997. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included.
<PAGE>

                                      - 5 -

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

     The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying consolidated
financial statements.

First nine months of 1998 vs. 1997

     Net sales for the nine months ended September 30, 1998 increased 28.7% to
$374,483,000 versus the $290,878,000 recorded during the comparable 1997 period.
The increase came primarily from higher unit sales as unit prices experienced
some deflation in certain products. Higher unit sales came from increases in
sales at existing store sites and from the addition of new store sites. The
increases in sales at existing store sites are due primarily to increases in
market share and, to a lesser extent, the introduction of new product lines at
the existing sites. Sites opened in 1996 or earlier had average sales increases
of 15.0%. The remainder of the 28.7% sales growth came from store sites opened
in 1997 and during the first nine months of 1998. One-hundred sixty new store
sites were added from October 1997 through September 1998.

     During the first nine months of 1998, 121 new sites were opened; 108 opened
as Fastenal(R) stores and 13 opened as satellite stores. The total sites at the
end of the third quarter were 765, which consisted of 706 Fastenal(R) stores and
59 satellite stores.

     The following table indicates product lines added to the original
Fastenal(R) product line, the year of introduction, and the approximate
percentage of total net sales related to each product line during the nine
months ended September 30, 1998 and 1997:

           Name                   Introduced      1998       1997
           --------------------------------------------------------
           FastTool(R)               1993        12.0%      12.8%(1)
           SharpCut(R)               1996         4.9%       4.0%
           PowerFlow(R)              1996         3.4%       2.3%
           EquipRite(R)              1996         5.0%       2.1%(1)
           CleanChoice(R)            1996         1.5%       1.0%
           PowerPhase(TM)            1997         *          *
           FastArc(TM)               1997         *          *

*    Less than 1% of net sales
1    Some FastTool(R)products were shifted to the EquipRite(R)line in the second
     and third quarters of 1997. Restated comparable numbers are not readily
     available.
<PAGE>

                                      - 6 -
 
ITEM 2. (continued)

     Net earnings for the first nine months grew from $30,578,000 in 1997 to
$40,435,000 in 1998, an increase of 32.2%. Net earnings increased at a higher
rate than net sales primarily because of an increase in the overall gross margin
from 52.5% in the first nine months of 1997 to 52.9% in the first nine months of
1998. The impact of the gross margin increase was marginally offset because
operating and administrative expenses increased at a 28.8% rate between the
comparable periods, a rate slightly higher than the rate of increase in net
sales. Payroll costs, the largest component of operating and administrative
expenses, increased 27.5% over the comparable period. The Company increased its
site personnel from 2,676 on December 31, 1997 to 3,168 on September 30, 1998,
an increase of 18.4%.

     The Asian economic turmoil impacted the Company in several ways during the
first nine months of 1998. The Company experienced lower prices on low-carbon
and stainless steel fasteners imported from the Far East when compared to the
same period a year ago. To the extent the Company was able to retain the cost
advantage, gross margins improved. However, some of these lower costs also
affected net sales because some of the lower costs were passed on to customers
in the competitive marketplace. The Company also experienced lower net sales of
products to customers who export to the Far East. See also the discussion
related to the third quarter.

     Because of macro economic conditions, the Company has adjusted its
estimated 1998 store openings from 180 to 130, the 130 figure represents a 23.0%
increase over the average number of stores in 1997. The Company estimates its
1999 store openings at 50. The Company will continue to modify the planned
openings based on current results and the strength of the industrial
marketplace.

Third Quarter of 1998 vs. 1997

     Net sales for the three months ended September 30, 1998 increased 24.4% to
$131,349,000 versus the $105,551,000 recorded during the comparable 1997 period.
The increase came primarily from higher unit sales as unit prices experienced
some deflation in certain products. Higher unit sales came from increases in
sales at existing store sites and from the addition of new store sites. The
increases in sales at existing store sites are due primarily to increases in
market share and, to a lesser extent, the introduction of new product lines at
the existing sites. Sites opened in 1996 or earlier had average sales increases
of 11.2%. The remainder of the 24.4% sales growth came from store sites opened
in 1997 and during the first nine months of 1998.

     During the three months ended September 30, 1998, 38 new sites were opened;
36 opened as Fastenal(R) stores and 2 opened as satellite stores.
<PAGE>

                                      - 7 -
 
ITEM 2. (continued)

     The following table indicates product lines added to the original
Fastenal(R)product line, the year of introduction, and the approximate
percentage of total net sales related to each product line during the three
months ended September 30, 1998 and 1997:

     Name             Introduced     1998      1997
     -----------------------------------------------
     FastTool(R)         1993       12.8%     13.0%(1)
     SharpCut(R)         1996        4.9%      4.2%
     PowerFlow(R)        1996        3.4%      2.5%
     EquipRite(R)        1996        5.1%      2.1%(1)
     CleanChoice(R)      1996        1.6%      1.1%
     PowerPhase(TM)      1997        *         *
     FastArc(TM)         1997        *         *

*    Less than 1% of net sales
1    Some FastTool(R)products were shifted to the EquipRite(R)line in the second
     and third quarters of 1997. Restated comparable numbers are not readily
     available.

     Net earnings for the three months ended September 30 grew from $11,334,000
in 1997 to $14,033,000 in 1998, an increase of 23.8%. Net earnings increased at
a lower rate than net sales primarily because the benefit from an increase in
the overall gross margin from 52.7% in 1997 to 52.9% in 1998 was offset by a
25.2% increase in operating and administrative expenses, a rate higher than the
rate of increase in net sales. Payroll costs, the largest component of operating
and administrative expenses, increased 23.6% over the comparable period. The
Company increased its site personnel from 2,980 on June 30, 1998 to 3,168 on
September 30, 1998, an increase of 6.3%.

     The third quarter showed a continuing deterioration of sales in the
industrial marketplace as manufacturing activity has slowed in the United States
and Canada. This trend is expected to continue in the fourth quarter of 1998.
Accordingly, the Company expects fourth quarter net sales to be only about 20%
higher than those of the fourth quarter of 1997. Expenses in the fourth quarter
will increase from those of the third quarter because the stores opened during
the third quarter will incur a full quarter of expenses and new sales personnel
will be added during the quarter. See also the earlier discussion related to the
financial impacts from the turmoil in the Asian economies.

Liquidity and Capital Resources

     The higher level of sales during the nine month period resulted in the
growth of trade accounts receivable and inventory. Property and equipment
increased because of an addition to the Winona, Minnesota warehouse, the
purchase of pickup trucks, and the purchase of software and hardware for the
Company's information processing and, to a lesser extent, additions for
manufacturing and warehouse equipment. Disposals of property and equipment
related to the planned disposition of certain pickup trucks and semi-tractors
and trailers in the normal course. Cash requirements for these asset changes
were satisfied from net earnings and short-term borrowings. As of September 30,
1998, the Company had no material outstanding commitments for capital
expenditures.
<PAGE>

                                      - 8 -
 
ITEM 2.  (continued)

Year 2000 Discussion

State of readiness - The Company's information system can be broken down into
four distinct components: (1) point-of-sale (POS) system, (2) enterprise wide
information system, (3) warehouse management system, and (4) other
systems/equipment. The state of readiness of each of these is as follows:

Beginning early in 1996, the Company began a rewrite of its point-of-sale
system. This rewrite was, for the most part, completed in 1997. Testing began in
1997 and has continued into 1998. The Company has approximately 50 stores
currently testing the new POS software. The Company plans to continue testing
this software on additional stores and to begin active roll out in 1999. The
Company does not plan on having all stores converted to the new POS software by
the end of 1999. The Company has been modifying its legacy POS system throughout
1998 and plans to have it Year 2000 ready in the first half of 1999.

Beginning early in 1997, the Company began to investigate new enterprise wide
information systems to replace its legacy enterprise wide information system. In
the second quarter of 1998 the Company finalized its selection of a Year 2000
ready enterprise wide software package and hired an independent consulting firm
to assist in the design and implementation of the new software package. Although
the Company has significant depth within its own information system personnel,
the outside firm was hired to provide additional resources related to the design
and implementation of the new system and, more specifically, to assist in the
design, programming, and implementation of the key interfaces between the new
enterprise system and the POS and warehouse management systems. The Company
plans to implement this system in the first half of 1999 for its material
planning, inventory management, and financial management. The Company's current
plan related to payroll processing, which is currently performed on an in-house
developed system, is to implement this module of the new enterprise software in
2000. The Company has been modifying its current payroll system throughout 1998
and plans to have it Year 2000 ready in the first half of 1999.

Beginning early in 1998, the Company began to investigate new warehouse
management systems to replace its legacy warehouse management system. At the
same time, the Company began identifying Year 2000 issues within its current
warehouse management system. The warehouse management system has relatively
little date sensitive information as most of the data is limited to warehouse
locations, part numbers, quantities, and other warehouse related information.
The Company does not plan to replace the warehouse management system by the year
2000. The Company has begun rewriting portions of the software and plans to have
it Year 2000 ready in the first half of 1999.

<PAGE>

                                      - 9 -
 
ITEM 2.  (continued)

Beginning early in 1998, the Company began to investigate the Year 2000
readiness of other systems/equipment. These consist primarily of technology in
the Company's buildings, the Company's distribution, manufacturing, and
transportation equipment, and in the Company's other infrastructure. The Year
2000 Project Team is currently conducting this investigation. The Company
believes, due to the age of the equipment involved, that the remediation efforts
will be limited and that they will be completed by the end of the second quarter
of 1999.

The Company's Year 2000 Project Team has also begun an ongoing process of
evaluating suppliers regarding their plans to remediate Year 2000 issues. The
Company has grouped its suppliers by the product they supply, as well as if they
are a domestic or foreign supplier. The Company has chosen to mitigate its
supplier risk by having multiple vendors available, when possible, for the
various products supplied. No single supplier accounted for more than 5% of the
Company's purchases in the nine months ended September 30, 1998.

In addition to the suppliers, the Company also relies upon governmental
agencies, utility companies, telecommunication service companies, and other
service providers outside of the Company's control. There can be no assurance
that such governmental agencies or other third parties will not suffer a Year
2000 business disruption that could have a material adverse effect on the
Company's business, financial condition, and operating results.

Costs to address the year 2000 issue - The total cost for hardware, software,
and implementation related to the POS system is estimated at $8.0 million. The
total cost for hardware, software, and implementation related to the enterprise
wide information system is estimated at $8.0 million. The Company has
approximately $2.6 million yet to spend on its new POS system and approximately
$6.3 million yet to spend on the new enterprise wide information system.

The costs included above represent the total estimated costs related to the new
POS and enterprise wide systems. The Company believes these costs are not, for
the most part, directly related to Year 2000 issues; but rather, are new systems
needed in the normal course due to the rapid growth the Company has experienced
over the last several years.

The Company does not have an estimate on Year 2000 remediation costs for its
warehouse management system or its other systems/equipment, but the Company
believes that such costs will not have a material adverse effect on the
Company's business, financial condition or operating results.

Management anticipates funding the costs to address the Year 2000 issue with
cash generated from operations, from borrowing capacity and, to a lesser
degree, from available cash, cash equivalents, and marketable securities.

<PAGE>

                                     - 10 -

ITEM 2.  (continued)

Risks presented by the Year 2000 issue - There may be unanticipated delays in
completing the Company's planned Year 2000 remediation and, as the process of
inventorying the systems proceeds, the Company may identify additional systems
that present a Year 2000 risk. In addition, if any third parties who provide
goods or services essential to the Company's business activities fail to
appropriately address their Year 2000 issues, such failure could have a material
adverse effect on the Company's business, financial condition, or operating
results. For example, a Year 2000 related disruption on the part of the
financial institutions which process the Company's cash transactions could have
a material adverse effect on the Company's business, financial condition or
operating results.

Contingency plans - The Company's Year 2000 Project Team's initiatives include
the development of contingency plans in the event the Company has not completed
all of its remediation plans in a timely manner. In addition, the Year 2000
Project Team is in the process of developing contingency plans in the event that
any third parties who provide goods or services essential to the Company's
business fail to appropriately address their Year 2000 issues. The Year 2000
Project Team expects to conclude the development of these contingency plans by
the end of the second quarter of 1999. The Year 2000 Project Team consists of
personnel from management, information systems/technology and legal areas.

Certain Risks and Uncertainties

     This discussion contains statements that are not historical in nature and
that are intended to be, and hereby are identified as, "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995,
including statements regarding the industrial marketplace, expected fourth
quarter sales growth, expected fourth quarter expenses, planned store openings
required remediation of the Company's Year 2000 issues, timetables for
upgrading, modifying, and testing the Company's information systems, and the
estimated costs of completing such upgrades and modifications. The following
factors are among those that could cause the Company's actual results to differ
materially from those predicted in such forward-looking statements: (i) a
further downturn in the economy could impact sales at existing stores and
expenses causing the Company to modify its plans for store openings, (ii) a
change, from that projected, in the number of communities able to support future
store sites could impact the rate of new store openings, (iii) the ability of
the Company to successfully attract and retain qualified personnel to staff the
Company's stores could impact the rate of new store openings and (iv) the Year
2000 issues could, as discussed earlier, effect the Company to a greater extent
than currently anticipated.

<PAGE>

                                     - 11 -

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         
        Not applicable.

PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits:

             3.1  Restated Articles of Incorporation of Fastenal Company, as
                  amended (incorporated by reference to Exhibit 3.1 to Fastenal
                  Company's Form 10-Q for the quarter ended September 30, 1993)

             3.2  Restated By-Laws of Fastenal Company (incorporated by
                  reference to Exhibit 3.2 to Registration Statement No.
                  33-14923)

             27   Financial Data Schedule

        (b)  Reports on Form 8-K:

             No report on Form 8-K was filed by Fastenal Company during the
             quarter ended September 30, 1998.

<PAGE>
 
                                   SIGNATURES

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


                                        FASTENAL COMPANY


                                        /s/ Robert A. Kierlin
                                        ------------------------------
                                        (Robert A. Kierlin, President)
                                        (Duly Authorized Officer)




Date November 5, 1998                   /s/ Daniel L. Florness
                                        -------------------------------
                                        (Daniel L. Florness, Treasurer)
                                        (Principal Financial Officer)

<PAGE>
 
                               INDEX TO EXHIBITS

3.1  Restated Articles of Incorporation of Fastenal Company, as amended
     (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 10-Q
     for the quarter ended September 30, 1993).

3.2  Restated By-Laws of Fastenal Company (incorporated by reference to Exhibit
     3.2 to Registration Statement No. 33-14923).

27   Financial Data Schedule...............................Electronically Filed
[{"type": "10-Q", "sequence": "1", "description": "FORM 10-Q", "secsgml_size_bytes": 36602}]
{"company-data": {"conformed-name": "FASTENAL COMPANY", "cik": "0000815556", "assigned-sic": "5200", "irs-number": "410948415", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-16125", "film-number": "98738482"}, "business-address": {"street1": "2001 THEURER BLVD", "city": "WINONA", "state": "MN", "zip": "55987", "phone": "5074545374"}}
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 September 30, 1998, or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from _____________________ to ______________________

Commission file number 0-16125

                                FASTENAL COMPANY
    ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Minnesota                                     41-0948415
  -------------------------------                    -------------------     
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

         2001 Theurer Boulevard
           Winona, Minnesota                                  55987
----------------------------------------                      -----
(Address of principal executive offices)                    (Zip Code)

                                 (507) 454-5374
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

        Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

                Class                         Outstanding at October 15, 1998
     ----------------------------             ------------------------------- 
     Common Stock, $.01 par value                       37,938,688
FASTENAL COMPANY

                                      INDEX

                                                                       Page No.
                                                                       --------
Part I Financial Information:

            Consolidated Balance Sheets as of September 30, 1998 and 
               December 31, 1997                                             1

            Consolidated Statements of Earnings for the nine months 
               and three months ended September 30, 1998 and 1997            2

            Consolidated Statements of Cash Flows for the nine months   
               ended September 30, 1998 and 1997                             3

            Notes to Consolidated Financial Statements                       4

            Management's discussion and analysis of financial 
               condition and results of operations                        5-10

            Quantitative and qualitative disclosures about market risk      11

Part II Other Information

            Exhibits and reports on Form 8-K                                11
- 1 -

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                        FASTENAL COMPANY AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                   (Unaudited)
September 30,     December 31,
                   Assets                                                    1998             1997
-------------------------------------------------------------------------------------------------------
Current assets:
        Cash and cash equivalents                                       $   1,645,000          386,000
        Trade accounts receivable, net of allowance for doubtful
              accounts of $740,000 and $660,000, respectively              71,662,000       57,542,000
        Inventories                                                        91,719,000       79,415,000
        Deferred income tax asset                                           1,591,000        1,591,000
        Other current assets                                                6,048,000        5,237,000
                                                                        -------------      -----------
                           Total current assets                           172,665,000      144,171,000

Marketable securities                                                         265,000          265,000
Property and equipment, less accumulated depreciation                      67,098,000       57,084,000
Other assets, less accumulated amortization                                 3,541,000        3,617,000
                                                                        -------------      -----------

                           Total assets                                 $ 243,569,000      205,137,000
                                                                        =============      ===========

               Liabilities and Stockholders' Equity
------------------------------------------------------------------------------------------------------

Current liabilities:
        Accounts payable                                                $  11,823,000       12,950,000
        Notes payable                                                      12,733,000       16,303,000
        Accrued expenses                                                    9,655,000        7,314,000
        Income taxes payable                                                2,526,000        1,049,000
                                                                        -------------      -----------
                           Total current liabilities                       36,737,000       37,616,000
                                                                        -------------      -----------

Deferred income tax liability                                               1,649,000        1,649,000
                                                                        -------------      -----------

Stockholders' equity:
        Preferred stock of $.01 par value per share 
              Authorized 5,000,000 shares; none issued                              0                0
        Common stock of $.01 par value per share. Authorized
              50,000,000 shares; issued and outstanding 37,938,688
              shares                                                          379,000          379,000
        Additional paid-in capital                                          4,424,000        4,424,000
        Retained earnings                                                 201,097,000      161,421,000
        Translation loss                                                     (717,000)        (352,000)
                                                                        -------------      -----------
                           Total stockholders' equity                     205,183,000      165,872,000
                                                                        -------------      -----------

                           Total liabilities and stockholders' equity   $ 243,569,000      205,137,000
                                                                        =============      ===========
The accompanying notes are an integral part of the consolidated financial
statements.
- 2 -

                        FASTENAL COMPANY AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                                   (Unaudited)
Nine months ended                Three months ended
                                                September 30,                    September 30,
                                       ------------------------------      ----------------------------
                                          1998               1997             1998            1997
-------------------------------------------------------------------------------------------------------
Net sales                              $ 374,483,000      290,878,000      131,349,000      105,551,000

Cost of sales                            176,435,000      138,225,000       61,834,000       49,899,000
                                       -------------      -----------      -----------      -----------
      Gross profit                       198,048,000      152,653,000       69,515,000       55,652,000

Operating and administrative
  expenses                               131,422,000      102,021,000       46,400,000       37,067,000
                                       -------------      -----------      -----------      -----------
      Operating income                    66,626,000       50,632,000       23,115,000       18,585,000

Other income (expense):
    Interest income                            4,000           40,000                0           10,000
    Interest expense                        (905,000)        (699,000)        (308,000)        (199,000)
    Gain on disposal of property
      and equipment                           43,000          676,000           11,000           41,000
                                       -------------      -----------      -----------      -----------
      Total other income (expense)          (858,000)          17,000         (297,000)        (148,000)
                                       -------------      -----------      -----------      -----------

      Earnings before
        income taxes                      65,768,000       50,649,000       22,818,000       18,437,000

Income tax expense                        25,333,000       20,071,000        8,785,000        7,103,000
                                       -------------      -----------      -----------      -----------

      Net earnings                     $  40,435,000       30,578,000       14,033,000       11,334,000
                                       =============      ===========      ===========      ===========

Basic and diluted earnings per share   $        1.07              .81              .37              .30
                                       =============      ===========      ===========      ===========

Weighted average shares
  outstanding                             37,938,688       37,938,688       37,938,688       37,938,688
                                       =============      ===========      ===========      ===========
The accompanying notes are an integral part of the consolidated financial
statements.
- 3 -
 
                        FASTENAL COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (Unaudited)
Nine months ended
                                                                 September 30,
                                                          ----------------------------
                                                             1998             1997
--------------------------------------------------------------------------------------
Cash flows from operating activities:
   Net earnings                                           $ 40,435,000      30,578,000
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
        Depreciation of property and equipment               7,700,000       6,625,000
        Gain on disposal of property and equipment             (43,000)       (676,000)
        Amortization of goodwill and non-compete               165,000         165,000
        Changes in operating assets and liabilities:
           Trade accounts receivable                       (14,120,000)    (19,725,000)
           Inventories                                     (12,304,000)    (11,492,000)
           Other current assets                               (811,000)     (1,680,000)
           Accounts payable                                 (1,127,000)      7,458,000
           Accrued expenses                                  2,341,000       2,509,000
           Income taxes payable                              1,477,000       2,107,000
                                                          ------------      ----------
              Net cash provided by operating activities     23,713,000      15,869,000
                                                          ------------      ----------

Cash flows from investing activities:
   Additions of property and equipment, net                (25,298,000)    (21,438,000)
   Proceeds from sale of property and equipment              7,627,000       4,570,000
   Translation adjustment                                     (365,000)        (25,000)
   Increase in other assets                                    (89,000)       (156,000)
                                                          ------------      ----------
              Net cash used in investing activities        (18,125,000)    (17,049,000)
                                                          ------------      ----------

Cash flows from financing activities:
   Net (decrease) increase in notes payable                 (3,570,000)      1,816,000
   Payment of dividends                                       (759,000)       (759,000)
                                                          ------------      ----------
              Net cash (used in) provided by
                financing activities                        (4,329,000)      1,057,000
                                                          ------------      ----------

              Net increase (decrease) in cash and
                cash equivalents                             1,259,000        (123,000)

Cash and cash equivalents at beginning of period               386,000         426,000
                                                          ------------      ----------

Cash and cash equivalents at end of period                $  1,645,000         303,000
                                                          ============      ==========

Supplemental disclosure of cash flow information:
   Cash paid during each period for:
        Income taxes                                      $ 23,856,000      17,964,000
                                                          ============      ==========
        Interest                                          $    955,000         699,000
                                                          ============      ==========
The accompanying notes are an integral part of the consolidated financial 
statements.
- 4 -
 
                        FASTENAL COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1998 and 1997

                                   (Unaudited)

(1) Basis of Presentation

     The accompanying unaudited consolidated financial statements of Fastenal
Company and subsidiaries (collectively referred to as the Company) have been
prepared in accordance with generally accepted accounting principles for interim
financial information. They do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. However, there has been no material change in the information
disclosed in the notes to consolidated financial statements included in the
Company's consolidated financial statements as of and for the year ended
December 31, 1997. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included.
- 5 -

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

     The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying consolidated
financial statements.

First nine months of 1998 vs. 1997

     Net sales for the nine months ended September 30, 1998 increased 28.7% to
$374,483,000 versus the $290,878,000 recorded during the comparable 1997 period.
The increase came primarily from higher unit sales as unit prices experienced
some deflation in certain products. Higher unit sales came from increases in
sales at existing store sites and from the addition of new store sites. The
increases in sales at existing store sites are due primarily to increases in
market share and, to a lesser extent, the introduction of new product lines at
the existing sites. Sites opened in 1996 or earlier had average sales increases
of 15.0%. The remainder of the 28.7% sales growth came from store sites opened
in 1997 and during the first nine months of 1998. One-hundred sixty new store
sites were added from October 1997 through September 1998.

     During the first nine months of 1998, 121 new sites were opened; 108 opened
as Fastenal(R) stores and 13 opened as satellite stores. The total sites at the
end of the third quarter were 765, which consisted of 706 Fastenal(R) stores and
59 satellite stores.

     The following table indicates product lines added to the original
Fastenal(R) product line, the year of introduction, and the approximate
percentage of total net sales related to each product line during the nine
months ended September 30, 1998 and 1997:

           Name                   Introduced      1998       1997
           --------------------------------------------------------
           FastTool(R)               1993        12.0%      12.8%(1)
           SharpCut(R)               1996         4.9%       4.0%
           PowerFlow(R)              1996         3.4%       2.3%
           EquipRite(R)              1996         5.0%       2.1%(1)
           CleanChoice(R)            1996         1.5%       1.0%
           PowerPhase(TM)            1997         *          *
           FastArc(TM)               1997         *          *

*    Less than 1% of net sales
1    Some FastTool(R)products were shifted to the EquipRite(R)line in the second
     and third quarters of 1997. Restated comparable numbers are not readily
     available.
- 6 -
 
ITEM 2. (continued)

     Net earnings for the first nine months grew from $30,578,000 in 1997 to
$40,435,000 in 1998, an increase of 32.2%. Net earnings increased at a higher
rate than net sales primarily because of an increase in the overall gross margin
from 52.5% in the first nine months of 1997 to 52.9% in the first nine months of
1998. The impact of the gross margin increase was marginally offset because
operating and administrative expenses increased at a 28.8% rate between the
comparable periods, a rate slightly higher than the rate of increase in net
sales. Payroll costs, the largest component of operating and administrative
expenses, increased 27.5% over the comparable period. The Company increased its
site personnel from 2,676 on December 31, 1997 to 3,168 on September 30, 1998,
an increase of 18.4%.

     The Asian economic turmoil impacted the Company in several ways during the
first nine months of 1998. The Company experienced lower prices on low-carbon
and stainless steel fasteners imported from the Far East when compared to the
same period a year ago. To the extent the Company was able to retain the cost
advantage, gross margins improved. However, some of these lower costs also
affected net sales because some of the lower costs were passed on to customers
in the competitive marketplace. The Company also experienced lower net sales of
products to customers who export to the Far East. See also the discussion
related to the third quarter.

     Because of macro economic conditions, the Company has adjusted its
estimated 1998 store openings from 180 to 130, the 130 figure represents a 23.0%
increase over the average number of stores in 1997. The Company estimates its
1999 store openings at 50. The Company will continue to modify the planned
openings based on current results and the strength of the industrial
marketplace.

Third Quarter of 1998 vs. 1997

     Net sales for the three months ended September 30, 1998 increased 24.4% to
$131,349,000 versus the $105,551,000 recorded during the comparable 1997 period.
The increase came primarily from higher unit sales as unit prices experienced
some deflation in certain products. Higher unit sales came from increases in
sales at existing store sites and from the addition of new store sites. The
increases in sales at existing store sites are due primarily to increases in
market share and, to a lesser extent, the introduction of new product lines at
the existing sites. Sites opened in 1996 or earlier had average sales increases
of 11.2%. The remainder of the 24.4% sales growth came from store sites opened
in 1997 and during the first nine months of 1998.

     During the three months ended September 30, 1998, 38 new sites were opened;
36 opened as Fastenal(R) stores and 2 opened as satellite stores.
- 7 -
 
ITEM 2. (continued)

     The following table indicates product lines added to the original
Fastenal(R)product line, the year of introduction, and the approximate
percentage of total net sales related to each product line during the three
months ended September 30, 1998 and 1997:

     Name             Introduced     1998      1997
     -----------------------------------------------
     FastTool(R)         1993       12.8%     13.0%(1)
     SharpCut(R)         1996        4.9%      4.2%
     PowerFlow(R)        1996        3.4%      2.5%
     EquipRite(R)        1996        5.1%      2.1%(1)
     CleanChoice(R)      1996        1.6%      1.1%
     PowerPhase(TM)      1997        *         *
     FastArc(TM)         1997        *         *

*    Less than 1% of net sales
1    Some FastTool(R)products were shifted to the EquipRite(R)line in the second
     and third quarters of 1997. Restated comparable numbers are not readily
     available.

     Net earnings for the three months ended September 30 grew from $11,334,000
in 1997 to $14,033,000 in 1998, an increase of 23.8%. Net earnings increased at
a lower rate than net sales primarily because the benefit from an increase in
the overall gross margin from 52.7% in 1997 to 52.9% in 1998 was offset by a
25.2% increase in operating and administrative expenses, a rate higher than the
rate of increase in net sales. Payroll costs, the largest component of operating
and administrative expenses, increased 23.6% over the comparable period. The
Company increased its site personnel from 2,980 on June 30, 1998 to 3,168 on
September 30, 1998, an increase of 6.3%.

     The third quarter showed a continuing deterioration of sales in the
industrial marketplace as manufacturing activity has slowed in the United States
and Canada. This trend is expected to continue in the fourth quarter of 1998.
Accordingly, the Company expects fourth quarter net sales to be only about 20%
higher than those of the fourth quarter of 1997. Expenses in the fourth quarter
will increase from those of the third quarter because the stores opened during
the third quarter will incur a full quarter of expenses and new sales personnel
will be added during the quarter. See also the earlier discussion related to the
financial impacts from the turmoil in the Asian economies.

Liquidity and Capital Resources

     The higher level of sales during the nine month period resulted in the
growth of trade accounts receivable and inventory. Property and equipment
increased because of an addition to the Winona, Minnesota warehouse, the
purchase of pickup trucks, and the purchase of software and hardware for the
Company's information processing and, to a lesser extent, additions for
manufacturing and warehouse equipment. Disposals of property and equipment
related to the planned disposition of certain pickup trucks and semi-tractors
and trailers in the normal course. Cash requirements for these asset changes
were satisfied from net earnings and short-term borrowings. As of September 30,
1998, the Company had no material outstanding commitments for capital
expenditures.
- 8 -
 
ITEM 2.  (continued)

Year 2000 Discussion

State of readiness - The Company's information system can be broken down into
four distinct components: (1) point-of-sale (POS) system, (2) enterprise wide
information system, (3) warehouse management system, and (4) other
systems/equipment. The state of readiness of each of these is as follows:

Beginning early in 1996, the Company began a rewrite of its point-of-sale
system. This rewrite was, for the most part, completed in 1997. Testing began in
1997 and has continued into 1998. The Company has approximately 50 stores
currently testing the new POS software. The Company plans to continue testing
this software on additional stores and to begin active roll out in 1999. The
Company does not plan on having all stores converted to the new POS software by
the end of 1999. The Company has been modifying its legacy POS system throughout
1998 and plans to have it Year 2000 ready in the first half of 1999.

Beginning early in 1997, the Company began to investigate new enterprise wide
information systems to replace its legacy enterprise wide information system. In
the second quarter of 1998 the Company finalized its selection of a Year 2000
ready enterprise wide software package and hired an independent consulting firm
to assist in the design and implementation of the new software package. Although
the Company has significant depth within its own information system personnel,
the outside firm was hired to provide additional resources related to the design
and implementation of the new system and, more specifically, to assist in the
design, programming, and implementation of the key interfaces between the new
enterprise system and the POS and warehouse management systems. The Company
plans to implement this system in the first half of 1999 for its material
planning, inventory management, and financial management. The Company's current
plan related to payroll processing, which is currently performed on an in-house
developed system, is to implement this module of the new enterprise software in
2000. The Company has been modifying its current payroll system throughout 1998
and plans to have it Year 2000 ready in the first half of 1999.

Beginning early in 1998, the Company began to investigate new warehouse
management systems to replace its legacy warehouse management system. At the
same time, the Company began identifying Year 2000 issues within its current
warehouse management system. The warehouse management system has relatively
little date sensitive information as most of the data is limited to warehouse
locations, part numbers, quantities, and other warehouse related information.
The Company does not plan to replace the warehouse management system by the year
2000. The Company has begun rewriting portions of the software and plans to have
it Year 2000 ready in the first half of 1999.
- 9 -
 
ITEM 2.  (continued)

Beginning early in 1998, the Company began to investigate the Year 2000
readiness of other systems/equipment. These consist primarily of technology in
the Company's buildings, the Company's distribution, manufacturing, and
transportation equipment, and in the Company's other infrastructure. The Year
2000 Project Team is currently conducting this investigation. The Company
believes, due to the age of the equipment involved, that the remediation efforts
will be limited and that they will be completed by the end of the second quarter
of 1999.

The Company's Year 2000 Project Team has also begun an ongoing process of
evaluating suppliers regarding their plans to remediate Year 2000 issues. The
Company has grouped its suppliers by the product they supply, as well as if they
are a domestic or foreign supplier. The Company has chosen to mitigate its
supplier risk by having multiple vendors available, when possible, for the
various products supplied. No single supplier accounted for more than 5% of the
Company's purchases in the nine months ended September 30, 1998.

In addition to the suppliers, the Company also relies upon governmental
agencies, utility companies, telecommunication service companies, and other
service providers outside of the Company's control. There can be no assurance
that such governmental agencies or other third parties will not suffer a Year
2000 business disruption that could have a material adverse effect on the
Company's business, financial condition, and operating results.

Costs to address the year 2000 issue - The total cost for hardware, software,
and implementation related to the POS system is estimated at $8.0 million. The
total cost for hardware, software, and implementation related to the enterprise
wide information system is estimated at $8.0 million. The Company has
approximately $2.6 million yet to spend on its new POS system and approximately
$6.3 million yet to spend on the new enterprise wide information system.

The costs included above represent the total estimated costs related to the new
POS and enterprise wide systems. The Company believes these costs are not, for
the most part, directly related to Year 2000 issues; but rather, are new systems
needed in the normal course due to the rapid growth the Company has experienced
over the last several years.

The Company does not have an estimate on Year 2000 remediation costs for its
warehouse management system or its other systems/equipment, but the Company
believes that such costs will not have a material adverse effect on the
Company's business, financial condition or operating results.

Management anticipates funding the costs to address the Year 2000 issue with
cash generated from operations, from borrowing capacity and, to a lesser
degree, from available cash, cash equivalents, and marketable securities.
- 10 -

ITEM 2.  (continued)

Risks presented by the Year 2000 issue - There may be unanticipated delays in
completing the Company's planned Year 2000 remediation and, as the process of
inventorying the systems proceeds, the Company may identify additional systems
that present a Year 2000 risk. In addition, if any third parties who provide
goods or services essential to the Company's business activities fail to
appropriately address their Year 2000 issues, such failure could have a material
adverse effect on the Company's business, financial condition, or operating
results. For example, a Year 2000 related disruption on the part of the
financial institutions which process the Company's cash transactions could have
a material adverse effect on the Company's business, financial condition or
operating results.

Contingency plans - The Company's Year 2000 Project Team's initiatives include
the development of contingency plans in the event the Company has not completed
all of its remediation plans in a timely manner. In addition, the Year 2000
Project Team is in the process of developing contingency plans in the event that
any third parties who provide goods or services essential to the Company's
business fail to appropriately address their Year 2000 issues. The Year 2000
Project Team expects to conclude the development of these contingency plans by
the end of the second quarter of 1999. The Year 2000 Project Team consists of
personnel from management, information systems/technology and legal areas.

Certain Risks and Uncertainties

     This discussion contains statements that are not historical in nature and
that are intended to be, and hereby are identified as, "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995,
including statements regarding the industrial marketplace, expected fourth
quarter sales growth, expected fourth quarter expenses, planned store openings
required remediation of the Company's Year 2000 issues, timetables for
upgrading, modifying, and testing the Company's information systems, and the
estimated costs of completing such upgrades and modifications. The following
factors are among those that could cause the Company's actual results to differ
materially from those predicted in such forward-looking statements: (i) a
further downturn in the economy could impact sales at existing stores and
expenses causing the Company to modify its plans for store openings, (ii) a
change, from that projected, in the number of communities able to support future
store sites could impact the rate of new store openings, (iii) the ability of
the Company to successfully attract and retain qualified personnel to staff the
Company's stores could impact the rate of new store openings and (iv) the Year
2000 issues could, as discussed earlier, effect the Company to a greater extent
than currently anticipated.
- 11 -

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         
        Not applicable.

PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits:

             3.1  Restated Articles of Incorporation of Fastenal Company, as
                  amended (incorporated by reference to Exhibit 3.1 to Fastenal
                  Company's Form 10-Q for the quarter ended September 30, 1993)

             3.2  Restated By-Laws of Fastenal Company (incorporated by
                  reference to Exhibit 3.2 to Registration Statement No.
                  33-14923)

             27   Financial Data Schedule

        (b)  Reports on Form 8-K:

             No report on Form 8-K was filed by Fastenal Company during the
             quarter ended September 30, 1998.
SIGNATURES

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

                                        FASTENAL COMPANY

                                        /s/ Robert A. Kierlin
                                        ------------------------------
                                        (Robert A. Kierlin, President)
                                        (Duly Authorized Officer)

Date November 5, 1998                   /s/ Daniel L. Florness
                                        -------------------------------
                                        (Daniel L. Florness, Treasurer)
                                        (Principal Financial Officer)
INDEX TO EXHIBITS

3.1  Restated Articles of Incorporation of Fastenal Company, as amended
     (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 10-Q
     for the quarter ended September 30, 1993).

3.2  Restated By-Laws of Fastenal Company (incorporated by reference to Exhibit
     3.2 to Registration Statement No. 33-14923).

27   Financial Data Schedule...............................Electronically Filed