<PAGE>   1

     


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004


                                    FORM 10-Q


  x   QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 
_____           1934 
                 For the quarterly period ended March 31, 1999
               


                                       OR


_____ TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
                     1934 
           For the transition period from               to


                         Commission file number 0-21485



                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
             (exact name of registrant as specified in its charter)



          STATE OF DELAWARE                                      38-3306717
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                            Identification No.)


4000 Town Center, Suite 1100 Southfield, Michigan                  48075
(Address of principal executive offices)                        (Zip Code)


        Registrant's telephone number, including area code (248) 386-8300


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 ___

As of May 6, 1999, 10,363,059 shares of the registrant's common stock (par value
$.01) were outstanding.




<PAGE>   2


                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
                          QUARTER ENDED MARCH 31, 1999
                                      INDEX

<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION                                                      PAGE NO.
                                                                                    ---------
<S>            <C>                                                                  <C>
   Item 1.     Financial Statements

               Condensed Consolidated Balance Sheets as of March 31, 1999 and               3
               December 31, 1998 (unaudited)

               Condensed Consolidated Statements of Earnings for the three                  4
               months ended March 31, 1999 and 1998 (unaudited)

               Condensed Consolidated Statements of Cash Flows for the three                5
               months ended March 31, 1999 and 1998 (unaudited)

               Notes to Condensed Consolidated Financial Statements                         6

   Item 2.     Management's Discussion and Analysis of Financial Condition and              8
               Results of Operations

   Item 3.     Quantitative and Qualitative Disclosure About Market Risk Sensitive
               Instruments                                                                 13


PART II - OTHER INFORMATION

   Item 5.     Other Information                                                           14

   Item 6.     Exhibits and Reports on Form 8-K                                            14

SIGNATURES                                                                                 15
</TABLE>



                                     Page 2


<PAGE>   3


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    MARCH 31,       DECEMBER 31,
                                                                      1999              1998
                                                                  --------------   ---------------

                       ASSETS
  <S>                                                                  <C>                <C>
  Current assets
      Cash                                                              $ 2,951           $ 3,985
      Short-term investments                                             43,282            47,534
      Accounts receivable, net                                           45,950            40,324
      Accrued interest receivable and prepaid expenses                    2,307             1,867
      Deferred income taxes                                                 847             1,067
                                                                  --------------   ---------------

         Total current assets                                            95,337            94,777

  Property and equipment, net                                            17,469            16,472
  Goodwill, net                                                          18,043            16,317
  Equity investment                                                       6,000             6,050
  Other long-term assets                                                    110               110
                                                                  --------------   ---------------

         Total Assets                                                 $ 136,959         $ 133,726
                                                                  ==============   ===============

        LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities
      Accounts payable                                                  $ 3,754           $ 4,035
      Accrued liabilities                                                 4,435             4,186
      Deferred revenue                                                      923             2,425
      Income taxes payable                                                1,181                 -
                                                                  --------------   ---------------

         Total current liabilities                                       10,293            10,646

  Long-term debt                                                              -                61
  Deferred income taxes                                                   1,078               961
  Deferred performance bonuses                                              275               564
  Stockholders' equity
      Preferred stock; authorized, 1,000,000 shares of
      $.01 par value; issued and outstanding, 2,000 as of                     -                 -
      March 31, 1999 and December 31, 1998

      Common stock; authorized, 30,000,000 shares of
      $.01 par value; issued and outstanding, 10,360,259 as of
      March 31, 1999 and 10,322,039 as of December 31, 1998                 104               103

      Additional paid-in capital                                        109,946           109,113

      Retained earnings                                                  15,921            12,936

      Stockholders' notes receivable                                       (658)             (658)
                                                                  --------------   ---------------

         Total stockholders' equity                                     125,313           121,494
                                                                  --------------   ---------------

         Total Liabilities and Stockholders' Equity                   $ 136,959         $ 133,726
                                                                  ==============   ===============
</TABLE>

      See notes to condensed consolidated financial statements.


                                     Page 3

<PAGE>   4

             SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                      ----------------------------
                                                          1999           1998
                                                      -------------   ------------
  <S>                                                     <C>            <C>
  Revenues                                                $ 40,029       $ 23,830

  Operating costs and expenses
    Cost of services                                        20,749         12,067
    Selling, general and administrative expenses            14,897          9,406
                                                      -------------   ------------

       Total operating costs and expenses                   35,646         21,473
                                                      -------------   ------------
       Earnings from operations                              4,383          2,357
  Other income, principally interest income                    478          1,247
                                                      -------------   ------------
       Earnings before income taxes                          4,861          3,604

  Income taxes                                               1,876          1,504
                                                      -------------   ------------
       Net earnings                                        $ 2,985        $ 2,100
                                                      =============   ============


  Net earnings per share - basic                            $ 0.29         $ 0.21
                                                      =============   ============
  Net earnings per share - diluted                          $ 0.28         $ 0.20
                                                      =============   ============


    Weighted average number of common and
      common equivalent shares outstanding - basic          10,347         10,212
                                                      =============   ============

    Weighted average number of common and
      common equivalent shares outstanding - diluted        10,609         10,442
                                                      =============   ============
</TABLE>

    See notes to condensed consolidated financial statements.



                                     Page 4

<PAGE>   5

            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED MARCH 31,
                                                                 ---------------------------------
                                                                    1999               1998
                                                                 ------------      -------------
    <S>                                                              <C>               <C>
    Cash flows from operating activities:

       Net earnings                                                  $ 2,985            $ 2,100
       Adjustments to reconcile net earnings
         to net cash used in operating activities:
         Depreciation and amortization of property and equipment         977                356
         Goodwill amortization                                           295                118
         Bad debt expense                                                394                 21
         Deferred income taxes                                           337                139
         Changes in operating assets and liabilities, net of effects
          from acquisitions:
            Accounts receivable                                       (5,152)            (3,399)
            Accrued interest receivable and prepaid expenses            (365)               224
            Other long-term assets                                         -                 15
            Accounts payable                                            (281)               874
            Accrued liabilities, deferred bonuses and compensation       (40)            (1,743)
            Deferred revenue                                          (1,502)              (493)
            Income taxes payable                                       1,181                713
                                                                 ------------      -------------

                  Net cash used in operating activities               (1,171)            (1,075)

    Cash flows from investing activities:
       Purchase of businesses                                         (2,924)            (5,912)
       Purchases of property and equipment                            (1,964)            (2,507)
                                                                 ------------      -------------

                 Net cash used in investing activities                (4,888)            (8,419)

    Cash flows from financing activities:
       Repayment of lines of credit, net                                   -                (91)
       Exercise of stock options                                         834                181
       Costs of follow on offering                                         -                (17)
       Repayment of long-term debt                                       (61)                (5)
                                                                 ------------      -------------
                 Net cash provided by financing activities               773                 68
                                                                 ------------      -------------

    Net decrease in cash                                              (5,286)            (9,426)

    Cash and cash equivalents, beginning of period                    51,519             87,253
                                                                 ------------      -------------

    Cash and cash equivalents, end of period                        $ 46,233           $ 77,827
                                                                 ============      =============

    Supplemental disclosure of cash flow information:
       Interest payments                                            $     26           $     14
       Income tax payments                                          $    257           $    320
       Non-cash acquisition costs (issuance of common stock
        in connection with acquisition)                             $      -           $    138

</TABLE>

       See notes to condensed consolidated financial statements.


                                     Page 5

<PAGE>   6

            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 1999

NOTE 1 - BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements
have been prepared pursuant to the rules of the Securities and Exchange
Commission for quarterly reports on Form 10-Q. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals and estimated provisions
for bonus and profit-sharing arrangements) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 1999 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1999.

        These financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto included
in the Company's 1998 annual report on Form 10-K filed by the Company with the
Securities and Exchange Commission on March 31, 1999.

Effective December 31, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (See Note 4).

NOTE 2 - NET EARNINGS PER SHARE

        The Company accounts for Earnings Per Share under the rules of Statement
of Financial Accounting Standard No. 128, "Earnings Per Share". The Company's
basic net earnings per share amounts have been computed by dividing net earnings
by the weighted average number of outstanding common shares. The Company's
diluted net earnings per share is computed by dividing net earnings by the
weighted average number of outstanding common shares and common share
equivalents relating to stock options, when dilutive.

        The computation of diluted net earnings per share for the three months
ended March 31, 1999 and 1998 includes approximately 287,000 and 230,000 shares
of common stock equivalents, respectively. Options to purchase approximately
945,000 and 42,000 shares of common stock with a weighted average exercise price
of $38.49 and $36.18 were outstanding at March 31, 1999 and 1998 respectively,
but were excluded from the computation of common share equivalents because to do
so would have been antidilutive for the periods presented.


NOTE 3 - BUSINESS ACQUISITION

        Effective January 1, 1999, the Company purchased substantially all of
the business assets of the Integration Services Group ("ISG") of Healthdyne
Information Enterprises. ISG, which is located in Marietta, Georgia, specializes
in strategic, tactical and technical consulting for healthcare organizations.
The purchase price was approximately $2.2 million in cash. The business
combination was recorded using the purchase method of accounting and,
accordingly, the operating results of ISG have been included in the Company's
consolidated financial statements since the date of acquisition. The excess of
the aggregate purchase price over the fair market value of the net assets
acquired is being amortized over 15 years.


                                     Page 6

<PAGE>   7


NOTE 4 - SEGMENT FINANCIAL INFORMATION

        The Company has two business and reportable segments: healthcare
consulting and enterprise-wide communications. The healthcare consulting segment
provides information technology, strategic, and operations management consulting
services to a broad cross-section of healthcare industry participants and
information systems vendors. The enterprise-wide communications segment assists
companies in various industries, including healthcare, with network and
telecommunication design and acquisition, enterprise messaging, intranet and web
strategies, workgroup consulting, and software and application development
solutions. The Company evaluates segment performance and allocates resources on
gross profit.

        Information  on the Company's  operations for the three months ended 
March 31, 1999 and 1998 is summarized as follows (in thousands:)

<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED MARCH 31,
                                                        ---------------------------
                                                          1999               1998
                                                          ----               ----
<S>                                                       <C>                <C>
Revenues:
   Healthcare consulting                                  $ 36,080           $ 19,962
   Enterprise-wide communications                            3,949              3,868
                                                       ------------       ------------
      Consolidated revenues                               $ 40,029           $ 23,830
                                                       ============       ============

Gross Profit and Income Statement Reconciliation:
   Healthcare consulting                                  $ 17,711            $ 9,924
   Enterprise-wide communications                            1,569              1,839
                                                       ------------       ------------
      Consolidated gross profit                           $ 19,280           $ 11,763
                                                       ============       ============

Unallocated:
   SG&A expenses                                          $ 14,897            $ 9,406
   Other income, principally interest                         (478)            (1,247)
                                                       ------------       ------------
      Sub-total                                             14,419              8,159
                                                       ------------       ------------
      Consolidated earnings before income taxes            $ 4,861            $ 3,604
                                                       ============       ============

Identifiable assets:
   Healthcare consulting                                  $ 62,446           $ 29,642
   Enterprise-wide communications                           17,469              7,953
   Unallocated                                              57,044             83,600
                                                       ------------       ------------
      Consolidated total assets                          $ 136,959          $ 121,195
                                                       ============       ============
</TABLE>


        During the three months ended March 31, 1999 and 1998, there were no
intercompany sales and there was no change in the basis of measurement of group
earnings or loss.

        The Company's reportable segments are business units that offer and
provide different services through different means. The Company's recruiting,
training, information technology, merger and acquisition, accounting, finance
and senior management functions are combined into unallocated SG&A expenses.
Unallocated assets consist principally of cash, temporary investments, and
accrued interest receivable and prepaid expenses.


                                     Page 7

<PAGE>   8



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

OVERVIEW

        Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended by Public Law 104-67. Forward-looking statements may be
identified by words including "anticipate," "believe," "intends," "estimates,"
"expect" and similar expressions. The Company cautions readers that
forward-looking statements, including without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
income, and Year 2000 issues are subject to numerous risks and uncertainties
that could cause actual results to differ materially from those indicated in the
forward looking statements, due to several important factors herein identified,
among others, and other risks and factors identified from time to time in the
Company's reports filed with the SEC, including the risk factors identified in
the Company's Registration Statement on Form S-1 (File No. 333-10213),
Registration Statement on Form S-1 (File No. 333-37357) and Registration
Statement on Form S-3 (File No. 333-53339), and Registration Statement on Form
S-3 (File No. 333-70337).

        The Company conducts business in two segments through its two primary
operating subsidiaries, Superior Consultant Company, Inc. ("Superior") and
Enterprise Consulting Group ("Enterprise"). Superior is a leading healthcare
consulting firm that provides a wide range of information technology consulting
and strategic and operations management consulting services to a broad
cross-section of healthcare industry participants and healthcare information
system vendors. Enterprise assists clients in various industries with network
and telecommunication design and acquisition; enterprise messaging; intranet and
web strategies; workgroup consulting; remote network administration and
outsourcing; and software and application development solutions.

        The Company derives substantially all of its revenues from fees for
professional services, the majority of which are billed at contracted hourly
rates. The Company establishes standard billing guidelines based on the type and
level of service offered. Actual billing rates are established on a project by
project basis and may vary from the standard guidelines. Billings are contracted
to be made on a bi-weekly basis to monitor client satisfaction and manage
outstanding accounts receivable balances. Revenue on time and materials
contracts is recognized as the services are provided. A portion of the Company's
projects are billed on a fixed-fee basis, typically on a monthly fee basis. The
Company recognizes revenue on fixed fee projects in a manner similar to the
percentage of completion basis. As of March 31, 1999, the Company has increased
the number and size of projects billed on a fixed-fee basis; however, in 1998,
less than ten percent of the Company's revenues were realized in this manner.
Increased use of fixed-fee contracts subjects the Company to increased risks,
including cost overruns. For outsourcing engagements, the Company recognizes
revenue in the amount billable under the contract, which is typically billable
on a monthly basis. As of March 31, 1999, the Company has been awarded nine
significant contracts to provide healthcare IT outsourcing services. There can
be no assurance that the Company will be able to achieve profit margins on
outsourcing contracts which are consistent with its historical levels of
profitability.

        The Company's historical revenue growth is attributable to various
factors, including an increase in the number of projects for existing and new
clients, and expanded geographic presence. In addition, the Company seeks to
increase revenues by expanding its range of specialty services. The Company
manages its client development efforts through several strategic services
groups, each having specific geographic responsibility and focus.


                                     Page 8

<PAGE>   9


        The Company's most significant expense is cost of services, which
consists primarily of consultant salaries and benefits. In recent years,
consultant compensation expense has grown faster than consultant billing rates,
resulting in an increase in the Company's cost of services as a percentage of
revenues. The Company has sought to address this issue by adding an additional
variable portion of compensation payable upon the achievement of measurable
performance goals, including practice specific and Company wide revenue and
earnings targets. In addition, the Company has sought to address compensation
expense pressures through increased use of stock options as an overall part of
its compensation package.

        The Company's cost of services as a percentage of revenues is also
impacted by its consultant utilization. The Company manages utilization by
monitoring project requirements and timetables. The number of consultants
assigned to a project will vary according to the size, complexity, duration and
demands of the project. Project terminations, completions and scheduling delays
may result in periods when consultants are not fully utilized. An unanticipated
termination of a significant project could cause the Company to experience lower
consultant utilization, resulting in a higher than expected number of unassigned
consultants. In addition, the establishment of new practice areas and the hiring
of consultants in peak hiring periods have resulted in periods of lower
consultant utilization (and resulting downward pressure on margins) until
project volume increases in these new areas. In the future, the establishment of
new practice areas, hiring of consultants in peak hiring periods, and further
geographic expansion, could from time to time adversely affect utilization.
Variations in consultant utilization would result in quarterly variability of
the Company's cost of services as a percentage of revenues. The Company's
consultants are generally employed on a full-time basis, and therefore the
Company will, in the short run, incur substantially all of its employee-related
costs even during periods of low utilization.

        Selling, general and administrative expenses include the costs of
recruiting, continuing education, marketing, facilities, equipment depreciation,
amortization of goodwill and administration, including compensation and
benefits. Selling, general and administrative expenses as a percentage of total
revenues continues to improve as the Company leverages its infrastructure
expense across its growing revenue base.



THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED
MARCH 31, 1998

        Revenues. Revenues in the healthcare consulting segment increased by
$16.1 million, or 80.7%, to $ 36.1 million for the three months ended March 31,
1999, as compared to $ 20.0 million for the three months ended March 31, 1998.
The revenue increase was due primarily to continued strong growth in core lines
of business, activity from the Company's acquisitions and revenue realized from
the outsourcing contracts consummated after the first quarter of 1998. Revenues
in the enterprise-wide communications segment increased slightly for the three
months ended March 31, 1999 compared to 1998.

        Cost of Services. Cost of services in the healthcare consulting segment
increased by $8.3 million, or 83.0%, to $18.4 million for the three months ended
March 31, 1999, as compared to $10.1 million for the three months ended March
31, 1998. The increase was due to the additional number of consultants required
to support the larger revenue base, as well as increases in their compensation
levels. Cost of services as a percentage of revenue for the healthcare
consulting segment increased to 50.9% for the three months ended March 31, 1999,
as compared to 50.3% for the three months ended March 31, 1998. Cost of services
in the enterprise-wide communications segment increased by $0.4 million, or
17.3%, to $2.4 million for the three months ended March 31, 1999, as compared to
$2.0 million for the three months ended March 31, 1998. The increase was due to
the additional number of consultants required to support the larger revenue
base, as well as increases in their compensation levels. Cost of services as a
percentage of revenue for this segment increased to 59.3% for the three months
ended March 31, 1999, as compared to 52.5% for the three months ended March 31,
1998. This increase is attributable to an increase in compensation levels while
average billing rates remained relatively consistent.


                                     Page 9

<PAGE>   10


THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED
MARCH 31, 1998 (CONTINUED)

        Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $5.5 million, or 58.4%, to $14.9 million
for the three months ended March 31, 1999, as compared to $9.4 million for the
three months ended March 31, 1998. The increase was due to incentive and other
compensation expenses associated with the addition of key personnel, as well as
higher recruiting, marketing and continuing education expenses consistent with
the Company's growth. Selling, general and administrative expenses as a
percentage of revenues decreased to 37.2% from 39.5% primarily due to increased
operating efficiencies resulting from leveraging the Company's infrastructure
expense across its growing revenue base. This reduction in selling, general and
administrative expenses as a percentage of revenues was achieved even though
amortization of goodwill, as a percentage of revenues, increased to 0.7%, from
0.5% for the three months ended March 31, 1999 and 1998, respectively.

Other income and expense. Other income was $478,000 for the three months ended
March 31, 1999, as compared to $1,247,000 of other income for the three months
ended March 31, 1998. The change was due to reduced interest earned on the
Company's short-term investments. The Company's short-term investments were
lower as of March 31, 1999, in comparison to March 31, 1998, due primarily to
acquisitions and additions to property and equipment.

LIQUIDITY AND CAPITAL RESOURCES

        The Company's primary capital needs have been to fund its acquisitions,
equipment purchases and the growth in working capital required to support its
growth in revenues. The Company believes that its current cash and cash
equivalents, plus available credit under its bank credit facility will be
sufficient to finance its working capital and capital expenditure requirements
for the foreseeable future.

        At March 31, 1999, the Company had cash and cash equivalents of $46.2
million and working capital of $85.0 million, which is comparable with working
capital of $84.1 million at December 31, 1998. Currently, the Company's
remaining maximum contingency payments relating to its completed business
acquisitions is approximately $13.2 million ($2.8 million in cash and $10.4
million in common stock) payable over the next three years.

        The Company has an unsecured line of credit arrangement at Comerica Bank
N.A. of $3.0 million, which bears interest at the prime rate of 7.75% as of
March 31, 1999. As of March 31, 1999, the Company had no amounts outstanding
under this line of credit.

        Net cash used in operations was $1,171,000 for the three months ended
March 31, 1999 as compared to cash used in operations of $1,075,000 for the
three months ended March 31, 1998. The increase in cash used in operations is
primarily due to an increase in accounts receivable, which was partially offset
by higher earnings, depreciation and goodwill amortization in the current
period.

        Net cash of $4,888,000 used in investing activities during the three
months ended March 31, 1999 consists of the business acquisition, additions to
property and equipment and additional payments made relating to prior
acquisitions as required by the applicable purchase agreements.

        Net cash provided by financing activities during the three months ended
March 31, 1999 was principally the result of the exercise of stock options.

        On January 1, 1999, the Company purchased substantially all of the
business assets of ISG. ISG, which is located in Marietta, Georgia, specializes
in strategic, tactical and technical consulting for healthcare organizations.
The purchase price was approximately $2.2 million in cash. The business
combination was recorded using the purchase method of accounting.

        The Company does not believe that inflation has had a material effect on
the results of its operations.


                                    Page 10

<PAGE>   11



Y2K READINESS

        The Year 2000 issue ("Y2K") exists because some computer programs use
two digits rather than four to define the applicable year. For instance, these
programs record the year 1998 as "98." Some date-sensitive software may
interpret the year "00" as 1900 rather than 2000. This could result in a system
failure or miscalculations, causing disruptions of operations, including a
temporary inability to engage in normal business activities.

Readiness

        The Company has substantially completed an inventory of its IT systems
and non-IT systems (such as building facilities, voice mail, telephone and other
systems containing embedded microprocessors). The Company expects to complete
its assessment of Y2K readiness and complete its development of Y2K remediation
plans for its mission critical systems in May 1999; to remediate those systems
in June 1999; to complete testing of those systems in July 1999; and to place
those remediated systems in production in July 1999. The phases run concurrently
for different systems. The Company considers a system mission-critical if its
failure would have a material adverse effect on the Company's operations. The
above dates do not include the replacement of certain mission-critical systems
that were scheduled for replacement during 1999 for reasons unrelated to Y2K
readiness. The Company expects to replace all of these systems by September
1999.

        The Company's principal mission-critical IT systems are its accounting
and human resources systems, both of which are third-party software
applications. The human resources software is being assessed, remediated and
tested by the software vendor. The accounting software will be upgraded with the
vendor-developed Y2K compliant upgrade. Both the accounting and human resources
systems are expected to be remediated and tested during June and July of 1999.

        The Company has sought information and assurances from its material
third-party vendors and suppliers regarding their Y2K readiness. The Company
intends to continuously evaluate its vendor and supplier relationships and to
develop contingency plans to mitigate the negative effects on the Company from
the Y2K problems of its suppliers and vendors.

Cost

        The Company estimates the cost of its Y2K remediation efforts as
follows:

<TABLE>
<CAPTION>
                     EXPENDITURE      TO DATE      FUTURE          TOTAL
                     -----------      -------      ------          -----
                 <S>                 <C>         <C>           <C>   
                   Internal Cost..   $446,000     $324,000      $  770,000
                   External Cost..    193,000      318,000         511,000
                                     --------     --------      ----------
                  Total...........   $639,000     $642,000      $1,281,000
                                     ========     ========      ==========
</TABLE>
                  

        Internal Costs reflect the estimated cost of the time of Company
employees devoted to Y2K remediation. External Costs reflect all other costs,
including non-employee labor, capital expenditures, and other costs.
Approximately $359,000 of external costs are expected to be capitalizable. The
"to-date" expenditures were incurred through March 31, 1999. The cost of senior
management time devoted to monitoring and managing the Company's Y2K remediation
efforts is not included in the above estimates.


                                    Page 11

<PAGE>   12


Other Risks

        The Company performs Y2K services for certain clients, including
assisting them in identifying and assessing potential Y2K problems. In addition,
former, present and future clients could assert that certain other services
performed by the Company involved or are related to Y2K issues. There can be no
assurance that various third-party software products that the Company has
recommended and/or implemented for its clients will all prove to be Y2K
compliant. Any Y2K-related failure of critical client systems or processes that
are directly or indirectly connected to systems or software analyzed, designed,
developed, or implemented by the Company (or by the businesses the Company has
acquired or may acquire) may subject the Company to claims, whether or not the
failure is related to the services provided by the Company. The resolution of
such claims, if any, could have a material adverse effect on the Company.

        The Company has attempted to include provisions in its client contracts
that disclaim implied warranties, limit express warranties and impose
limitations on the amounts and types of damages for which the Company may be
liable. However, not all past and present client contracts include such
provisions. The Company cannot ensure that it will be able to obtain these
provisions in agreements for future projects, nor can it ensure that these
provisions will prevent past, present or future clients from asserting Y2K
claims against the Company or will protect the Company from, or limit the amount
of the Company's liability for, Y2K claims asserted against the Company.

        The Company also may be subjected to Y2K claims arising from services
performed by companies which the Company has acquired or may acquire. These
services may have been performed prior to the acquisition and so would not have
been in the Company's control. The resolution of such claims, if any, could have
a material adverse effect on the Company.

        In addition, in many instances the services that the Company provides to
its clients are performed at the client's site, and require the use of the
client's information systems. The Company may be impaired in its ability to
perform services on client systems that are unavailable as a result of a
client's Y2K problems.

        The Company will be at risk from external infrastructure failures,
including electrical power, telephone, and transportation, among others.
Investigation and assessment of infrastructures is beyond the scope and
resources of the Company. Among the risks arising from these sources are the
Company's inability to conduct business in its offices or at client sites that
lose electrical power or experience failure of elevator, security, HVAC or other
building systems; down time for billable personnel who are unable to travel to
or from engagement locations if airline or other transportation providers cannot
provide service; and disruption to Company business if telephone or cellular
communication is unavailable.

        The Y2K event presents both risks and opportunity for the Company. On
the one hand, there is a risk that clients may delay or cancel purchasing
various services from the Company because financial, technical, management or
other resources of the clients are directed to their own Y2K remediation or Y2K
problems. On the other hand, as economic forces and the Y2K event impose change
on the healthcare market, opportunities exist for the Company to provide
consulting services to its clients to assist them in dealing with the changing
landscape.

        There are further forces impacting the health care industry as Y2K
approaches that present additional challenges and opportunities to the Company.
Broad segments of the healthcare provider community face financial stress from
increasing costs, intensified competition and pressure on both revenues and
margins. Financial pressures may be exacerbated by the Balanced Budget Act,
which will reduce the rate of growth in Medicare and Medicaid funds. There are
increasingly frequent reports of healthcare providers announcing negative or
dramatically reduced operating margins for patient care. There have also been
provider bankruptcies and distressed consolidations. Financial instability among
constituents of the Company's client base may cause some clients to defer or
cancel projects that require consulting services, and could adversely affect
some clients' ability to pay. However, changes impacting the healthcare industry
historically have generated new service opportunities for the Company, and the
Company intends to actively pursue such opportunities as may be presented.



                                    Page 12

<PAGE>   13



Contingency Plans

        The Company expects to develop, assess and revise contingency plans on
an ongoing basis throughout 1999 in an effort to mitigate the negative effect of
any internal or external Y2K failure. The Company cannot assure that any
contingency plans will prevent internal or external Y2K failures from having a
material adverse effect on the Company.

Forward Looking Statements

      The estimates regarding the costs of the Company's Y2K efforts, as well as
statements regarding the potential effect of Y2K issues on the Company and the
Company's plans to deal with issues or contingencies raised by Y2K issues, are
forward-looking statements. These statements are subject to a number of risks
and uncertainties, which could cause actual costs, effects or plans to differ
materially from the discussion above. Among these risks or uncertainties are the
following:

   -  difficulty in successfully identifying, assessing, replacing and testing
      all hardware, software and systems which may be affected by Y2K problems
      or which may contain microprocessors affected by those problems;

   -  difficulty in identifying all third parties (including but not limited to
      clients, third party suppliers, vendors, and other providers) whose
      inability to process Y2K date information may affect the Company;

   -  the Company's lack of control over and limited knowledge of the Y2K
      remediation efforts and Y2K readiness of those third parties;

   -  the availability, to the Company and material third  parties of 
      qualified  professionals to analyze and remedy Y2K problems;

   -  the difficulty in projecting labor or consulting costs, particularly in
      light of the fact that demand for Y2K remediation services will increase
      as the year 2000 approaches; and

   -  the effect of general economic conditions on the willingness of third
      parties to make the expenditures necessary to address Y2K problems which
      may affect the Company.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK SENSITIVE 
INSTRUMENTS

        The Company currently does not invest excess funds in derivative
financial instruments or other market rate sensitive instruments.



                                    Page 13

<PAGE>   14


PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

        Effective January 1, 1999, the Company purchased substantially all of
the business assets of ISG. ISG, which is located in Marietta, Georgia,
specializes in strategic, tactical and technical consulting for healthcare
organizations. The purchase price was approximately $2.2 million in cash. The
business combination was recorded using the purchase method of accounting.


        Effective May 6, 1999, the Company announced a strategic alliance with
Microsoft Corporation ("Microsoft"). The alliance is intended to accelerate the
adoption of line-of-business health-care solutions, including e-commerce, data
warehousing, enterprise resource planning (ERP) and enterprise infrastructure
solutions based on the Microsoft(R) platform and is intended to generate
opportunities from consulting revenues for the Company. In connection with this
agreement, the Company granted Microsoft warrants to purchase a maximum of
300,000 shares at the exercise price of $33.35 a share.


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

(a)     Exhibits

        NONE

        27*    Financial Data Schedule for the Quarter Ended March 31, 1999

        99.5*  Press Release dated May 6, 1999

(b)     Form 8-K

        NONE
------------------------

*       Filed herewith



                                    Page 14

<PAGE>   15


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.

                                Superior Consultant Holdings Corporation


Date: May 14,1999                  By: /s/ Richard D. Helppie
----------------                   --------------------------
                                   Richard D. Helppie
                                   President, Chief Executive Officer
                                   (Principal Executive Officer)

Date: May 14,1999                  By: /s/ James T. House
-----------------                  ----------------------          
                                   James T. House
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                    Page 15

<PAGE>   16


                                 EXHIBIT INDEX
                                 -------------


Exhibit No.              Description
-----------              -----------

    27                   Financial Data Schedule
    99.5                 Press Release dated May 6, 1999