<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the three months ended March 31, 2001         Commission File Number 0-14371
-----------------------------------------         ------------------------------


                            COMPUCOM SYSTEMS, INC.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

                 Delaware                                     38-2363156
      -------------------------------                 -------------------------
      (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                    Identification Number)

         7171 Forest Lane, Dallas, TX                            75230
      -------------------------------                 -------------------------
      (Address of principal executive offices)                 (Zip Code)

 Registrant's telephone number, including area code:         (972) 856-3600



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

Yes  X         No
    ---           ---


The number of shares of the Registrant's common stock outstanding as of
May 11, 2001 was 49,205,638 shares.


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

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                     Index


PART I.    FINANCIAL INFORMATION                                         Page
-------    ---------------------                                         ----

Item 1.    Financial Statements (unaudited)

           Condensed Consolidated Balance Sheets
             March 31, 2001 and December 31, 2000                          3

           Condensed Consolidated Statements of Operations
             Three months ended March 31, 2001 and 2000                    4

           Condensed Consolidated Statements of Cash Flows
             Three months ended March 31, 2001 and 2000                    5

           Notes to Condensed Consolidated Financial Statements            6

Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                    12

Item 3.    Quantitative and Qualitative Disclosure About Market Risk      16


PART II.   OTHER INFORMATION
--------   -----------------

Item 6.    Exhibits and Reports on Form 8-K                               17


                                       2
<PAGE>
                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             March 31,   December 31,
                                                               2001         2000
                                                             ---------    ---------
                             Assets
                             ------
<S>                                                          <C>         <C>
Current assets:
    Cash and cash equivalents                                $  62,079    $  14,857
    Receivables                                                186,342      224,639
    Inventories                                                 64,235       77,207
    Other                                                        5,837        7,626
                                                             ---------    ---------
         Total current assets                                  318,493      324,329

Property and equipment, net                                     27,491       24,304

Cost in excess of fair value of tangible net assets
    purchased, less accumulated amortization                    74,942       77,721
Other non-current assets                                         9,923       10,006
                                                             ---------    ---------

                                                             $ 430,849    $ 436,360
                                                             =========    =========

                      Liabilities and Stockholders' Equity
                      ------------------------------------
Current liabilities:
    Accounts payable                                         $ 118,484    $ 112,485
    Accrued liabilities                                         82,170       94,323
                                                             ---------    ---------
         Total current liabilities                             200,654      206,808

Stockholders' equity:
    Preferred stock                                             15,000       15,000
    Common stock                                                   492          492
    Additional paid-in capital                                  75,354       75,354
    Retained earnings                                          144,918      143,370
    Treasury stock                                              (5,569)      (3,160)
    Notes receivable for the sale of stock                           -       (1,504)
                                                             ---------    ---------
         Total stockholders' equity                            230,195      229,552
                                                             ---------    ---------

                                                             $ 430,849    $ 436,360
                                                             =========    =========
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       3


<PAGE>
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations
                    (In thousands, except per share amounts)
                                   (unaudited)


                                       Three months ended
                                            March 31,
                                        2001        2000
                                      ---------   ---------

Revenue:
  Product                             $ 482,361   $ 511,645
  Service                                71,927      64,066
                                      ---------   ---------
    Total revenue                       554,288     575,711
                                      ---------   ---------

Cost of revenue:
  Product                               440,271     476,127
  Service                                48,334      45,110
                                      ---------   ---------
    Total cost of revenue               488,605     521,237
                                      ---------   ---------

      Gross margin                       65,683      54,474

Operating expenses:
  Selling                                19,549      23,298
  Service                                13,570      11,397
  General and administrative             22,211      21,781
  Depreciation and amortization           5,669       5,666
  Restructuring charges                       -       5,169
                                      ---------   ---------
    Total operating expenses             60,999      67,311
                                      ---------   ---------

Earnings (loss) from operations           4,684     (12,837)

Financing expenses                        1,729       4,265
                                      ---------   ---------
Earnings (loss) before income taxes       2,955     (17,102)

Income taxes (benefit)                    1,182      (6,841)
                                      ---------   ---------

Net earnings (loss)                   $   1,773   $ (10,261)
                                      =========   =========

Earnings (loss) per common share:
    Basic                                  $.03       $(.22)
    Diluted                                $.03       $(.22)

Average common shares outstanding:
    Basic                                49,206      48,275
    Diluted                              49,368      48,275


See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>
                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                              Three months ended March 31,
                                                                                2001               2000
                                                                             ---------          ---------
<S>                                                                          <C>                <C>
Cash flows from operating activities:
    Net earnings (loss)                                                      $   1,773          $ (10,261)
    Adjustments to reconcile net earnings (loss) to net
      cash provided by (used in) operating activities:
         Depreciation and amortization                                           5,669              5,666
         Restructuring charges                                                       -              5,169
         Deferred income taxes                                                    (624)            (1,856)
         Changes in assets and liabilities, excluding effects from
         acquisition:
           Receivables                                                         108,808             11,423
           Inventories                                                          26,101             28,843
           Other current assets                                                   (367)               701
           Accounts payable                                                      8,441            (46,127)
           Accrued liabilities and other                                       (16,133)           (20,876)
                                                                             ---------          ---------
              Net cash provided by (used in) operating activities              133,668            (27,318)
                                                                             ---------          ---------

Cash flows from investing activities:
    Capital expenditures                                                        (6,912)            (1,837)
    Business acquisition                                                       (79,309)                 -
                                                                             ---------          ---------
              Net cash used in investing activities                            (86,221)            (1,837)
                                                                             ---------          ---------

Cash flows from financing activities:
    Borrowings under revolver                                                    8,000            258,700
    Repayment of revolver                                                       (8,000)          (240,300)
    Issuance of common stock                                                         -              1,595
    Preferred stock dividend                                                      (225)              (225)
                                                                             ---------          ---------
              Net cash provided by (used in) financing activities                 (225)            19,770
                                                                             ---------          ---------

Net increase (decrease) in cash and cash equivalents                            47,222             (9,385)
Cash and cash equivalents at beginning of period                                14,857             14,060
                                                                             ---------          ---------
Cash and cash equivalents at end of period                                   $  62,079          $   4,675
                                                                             =========          =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)

(1)  General
     -------

     These condensed consolidated interim financial statements should be read in
     conjunction with the consolidated financial statements and the summary of
     significant accounting policies and notes thereto included in the 2000
     Annual Report on Form 10-K for CompuCom Systems, Inc. ("CompuCom" or "the
     Company"). The information furnished is unaudited but reflects all
     adjustments, consisting only of normal recurring accruals, which are in the
     opinion of management necessary for a fair presentation of the results for
     these interim periods. Interim results are not necessarily indicative of
     results expected for the full year.

(2)  Contingencies
     -------------

     CompuCom is involved in various claims and legal actions arising in the
     ordinary course of business. In the opinion of management, the ultimate
     disposition of these matters will not have a material adverse effect on
     CompuCom's consolidated financial position and results of operations, taken
     as a whole.

(3)  Earnings per share
     ------------------

     Basic earnings (loss) per common share have been computed based on net
     earnings (loss) after preferred stock dividend requirements and the
     weighted average number of common shares outstanding during each period.
     Diluted earnings (loss) per common share assumes conversion of dilutive
     convertible securities into common stock at the later of the beginning of
     the period or date of issuance and includes the add-back of related
     dividends, as required. Diluted earnings per common share also assumes the
     exercise of all options with an exercise price below the average market
     price of the Company's stock, at the later of the beginning of the period
     or date of issuance, regardless of whether the options are vested or not.
     Earnings (loss) per common share have been computed as follows (in
     thousands, except per share amounts):


<TABLE>
<CAPTION>
                                                                  Three months ended March 31, 2001
                                                          -------------------------------------------
                                                            Earnings            Shares
                                                           (Numerator)      (Denominator)       EPS
                                                          -------------    ---------------    -------
<S>                                                       <C>              <C>                <C>
Net earnings                                                    $ 1,773
Less:  Preferred stock dividends                                   (225)
                                                          -------------

Basic EPS
---------
Earnings available to common shareholders
                                                                  1,548             49,206       $.03

Effect of dilutive securities
-----------------------------
Stock options                                                                           55
Employee stock purchase plan                                                           107
                                                          -------------    ---------------

Diluted EPS
-----------
Earnings available + assumed conversions                        $ 1,548             49,368       $.03
                                                          =============    ===============    =======
</TABLE>

                                       6
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)


                                           Three months ended March 31, 2000
                                      -----------------------------------------
                                          Loss            Shares
                                       (Numerator)     (Denominator)      EPS
                                      -------------   ---------------   -------

Net loss                                $ (10,261)
Less:  Preferred stock dividends             (225)
                                      -------------
Basic and diluted EPS
---------------------
Loss available to common shareholders   $ (10,486)           48,275     $ (.22)
                                      =============   ===============   =======


   CompuCom has excluded 6,992,059 and 7,028,038 shares from its calculations of
   diluted earnings per share for the three months ended March 31, 2001 and
   2000, respectively, as they are considered anti-dilutive.

(4)  Business Combinations
     ---------------------

     On January 10, 2001, CompuCom purchased certain assets of MicroAge
     Technology Services, L.L.C. ("MTS", or "the MTS acquisition"). The assets
     were purchased out of bankruptcy court and primarily consisted of trade
     accounts receivable as well as vendor accounts receivable and inventory.
     The purchase price of approximately $79 million (after post-closing
     adjustments) was financed using available cash. The purchased assets were
     used by MTS primarily in its business as a systems integrator of personal
     computer products. As part of the MTS acquisition, the Company also hired
     certain of MTS' national sales force, technical service personnel and
     administrative personnel. The business combination is being accounted for
     as a purchase and accordingly the condensed consolidated financial
     statements reflect the operations of the acquired entity since the
     acquisition date. The Company has not completed the allocation of the
     purchase price for this acquisition. Therefore, the allocation of the
     purchase price could be adjusted once the valuation of the assets acquired
     and liabilities assumed is completed.

     The following unaudited pro forma financial information presents the
     combined results of operations as if the MTS acquisition had occurred as of
     the beginning of 2000, after giving effect to certain adjustments,
     including amortization of goodwill, increased financing expense on debt
     assumed to have been incurred in relation to the acquisition, and related
     income tax effects. The pro forma results do not necessarily represent
     results which would have occurred if the acquisition had taken place on the
     basis assumed above, nor are they indicative of the results of future
     combined operations.

                                        (in thousands, except per share data)

                                                    Three Months Ended
                                                      March 31, 2000
                                                      --------------

Revenue                                               $  926,900

Loss before extraordinary loss                        $ (19,309)

Diluted loss per share before extraordinary loss         ($0.40)

                                       7
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)

(5)  Restructuring Charges
     ---------------------

     During the first quarter of 2000, CompuCom effected a restructuring plan
     designed to reduce the Company's cost structure by closing its distribution
     facility located in Houston, Texas, closing and consolidating three office
     sites, and reducing CompuCom's workforce. As a result, the Company recorded
     a restructuring charge of $5.2 million in the first quarter of 2000. The
     $5.2 million charge is reflected as a separate line of operating expense in
     CompuCom's Condensed Consolidated Statement of Operations. The following
     table provides a summary, by category, and rollforward of the changes in
     this restructuring accrual for the three months ended March 31, 2001:

<TABLE>
<CAPTION>
                                                             (in thousands)
                                                             --------------
                                                 Accrual at      Cash     Accrual at
                                                 12/31/00      Payments    3/31/01
                                                 -----------------------------------
<S>                                              <C>          <C>         <C>
     Lease termination costs                     $ 1,770      $ (101)     $ 1,669
     Employee severance and related benefits          10         (10)           -
                                                 -----------------------------------
     Total                                       $ 1,780      $ (111)     $ 1,669
                                                 ===================================

</TABLE>

     The remaining accrual at March 31, 2001 is reflected in Accrued liabilities
     on CompuCom's Condensed Consolidated Balance Sheet and relates to two
     leases for the office sites that have not been terminated, one of which has
     not been sublet.

     During the fourth quarter of 1998, CompuCom recorded a $16.4 million
     restructuring charge, primarily consisting of costs associated with the
     closing of facilities and disposing of related fixed assets, as well as
     employee severance and benefits related to a reduction in workforce. The
     following table provides a summary by category and rollforward of the
     changes in this restructuring accrual for the three months ended March 31,
     2001:

<TABLE>
<CAPTION>
                                                             (in thousands)
                                                             --------------
                                                 Accrual at      Cash     Accrual at
                                                 12/31/00      Payments    3/31/01
                                                 -----------------------------------
<S>                                              <C>          <C>         <C>
     Lease termination costs                     $ 710        $ (81)      $ 629
                                                 ===================================
</TABLE>

     The Company believes the restructuring accruals are adequate. Differences,
     if any, between the estimated amounts accrued and actual amounts paid will
     be reflected in operating expenses in future periods.

                                       8
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)


(6)  Segment Information
     -------------------

     CompuCom defines its operations as two distinct businesses - 1) sales of
     personal computer-related products ("product"), which includes desktop,
     networking and mobile computing products, as well as peripherals and
     software and 2) services ("service"), which is primarily derived from all
     aspects of desktop outsourcing, as well as help desk and LAN/WAN network
     outsourcing, configuration, asset tracking, software management, mobile
     computing services, IT consulting, and services provided in support of
     certain manufacturers' direct fulfillment initiatives. ClientLink, Inc.
     ("ClientLink"), a majority-owned subsidiary of the company until April
     1999, provided customized application programming services and was
     previously defined as a third distinct business. In April 1999, ClientLink
     was merged with E-Certify Corporation ("E-Certify"). The combined
     operations of ClientLink and E-Certify are conducted under the name E-
     Certify, Inc. Compucom has recorded its minority investment in E-Certify,
     Inc. at the net carrying amount of its investment in ClientLink and is
     accounting for the ongoing operations of E-Certify, Inc. using the equity
     method. CompuCom's investment is included in Other non-current assets on
     the Condensed Consolidated Balance Sheets as of March 31, 2001 and December
     31, 2000.

     CompuCom measures segment earnings as operating earnings, defined as income
     before restructuring charges, financing expenses and income taxes. All
     significant inter-segment activity, if any, has been eliminated. Total
     assets are the assets owned or allocated to each segment. Assets included
     in the "Other" column include all assets not specifically allocated to a
     segment, primarily consisting of cash and cash equivalents, cost in excess
     of fair value of tangible net assets purchased, property and equipment, and
     other non-current assets. CompuCom's equity in earnings (loss) from
     investments is reflected in the "Other" column for the three months ended
     March 31, 2001 and 2000.

<TABLE>
<CAPTION>
Quarter ended March 31, 2001           Product        Service        Other             Total
------------------------------        ---------       --------     ---------         ---------
(in thousands)
<S>                                   <C>             <C>          <C>               <C>
Operating Results:

  Revenues                            $ 482,361       $ 71,927     $       -         $ 554,288

  Gross margin                           42,090         23,593             -            65,683

  Operating earnings (loss)                (891)         5,605           (30)            4,684

  Financing expense                                                                     (1,729)
                                                                                     ---------
  Earnings before income taxes                                                       $   2,955
                                                                                     ---------
Total assets                          $ 214,250       $ 37,696     $ 178,903         $ 430,849
                                      ---------       --------     ---------         ---------
</TABLE>

                                       9
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)


<TABLE>
<CAPTION>
Quarter ended March 31, 2000           Product        Service        Other             Total
------------------------------        ---------       --------     ---------         ---------
(in thousands)
<S>                                   <C>             <C>          <C>               <C>
Operating Results:

  Revenues                            $ 511,645       $ 64,066     $       -         $ 575,711

  Gross margin                           35,518         18,956             -            54,474

  Operating earnings (loss)
    excluding restructuring charges     (10,552)         3,254          (370)           (7,668)

  Restructuring charge                                                                  (5,169)

  Financing expense                                                                     (4,265)
                                                                                     ---------
  Loss before income taxes                                                           $ (17,102)
                                                                                     =========
Total assets                          $ 258,673       $ 35,954     $ 148,106         $ 442,733
                                      ---------       --------     ---------         ---------
</TABLE>

(7)  Financing Arrangements
     ----------------------

     CompuCom has financing arrangements which total $250 million, consisting of
     a $150 million receivable securitization facility ("Securitization") and a
     $100 million working capital facility ("Revolver").

     The Securitization's pricing is based on a designated short-term interest
     rate plus an agreed upon spread. CompuCom has an agreement with two
     financial institutions that allows it to sell, at a discount, an interest
     in a portion of its trade accounts receivable ("receivables") to each such
     financial institution. As collections reduce receivables balances sold,
     CompuCom may sell interests in new receivables to bring the amount
     available up to the maximum allowed. In accordance with Statement of
     Financial Accounting Standards ("SFAS") No. 125 "Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities,"
     CompuCom has recorded these transactions as sales of accounts receivable.
     Amounts outstanding as sold receivables as of March 31, 2001 consisted of
     two certificates totaling $123 million, one certificate for $103 million
     with an April 2002 maturity date and one certificate for $20 million with
     an October 2003 maturity date.

                                       10
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)


     The Revolver, which matures in May 2002, bears interest at LIBOR plus an
     agreed-upon spread and is secured by a lien on CompuCom's assets.
     Availability under the Revolver is subject to a borrowing base calculation.
     As of March 31, 2001, availability under the Revolver was approximately $61
     million. No amount was outstanding under the Revolver as of March 31, 2001.

     Both the Securitization and the Revolver are subject to CompuCom's
     compliance with selected financial covenants and ratios.

(8)  Related-Party Transactions
     --------------------------

     In February 2001, two former officers and directors of CompuCom transferred
     745,890 shares of the Company's common stock to CompuCom in satisfaction of
     notes receivable plus accrued interest. The number of shares transferred
     was based on the closing stock price of CompuCom's common stock on the date
     of the transaction. As a result, CompuCom recorded non-cash equity
     transactions of $2.4 million to record treasury stock, at cost.

(9)  Reclassifications
     -----------------

     Certain prior period amounts have been reclassified to conform to the
     current period presentation.

                                       11
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
                                 March 31, 2001

Results of Operations
---------------------

The following table shows CompuCom's total revenue, gross margin and gross
margin percentage by revenue source. Operating expenses, financing expenses,
income taxes (benefit) and net earnings (loss) are shown as a percentage of
total revenue for the three months ended March 31, 2001 and 2000:

                                                     Three months ended
                                               March 31,            March 31,
                                                 2001                 2000
                                          ----------------    -----------------
  Revenue:
    Product                                      $ 482,361            $ 511,645
    Service                                         71,927               64,066
                                          ----------------    -----------------
      Total revenue                              $ 554,288            $ 575,711
                                          ================    =================

  Gross margin:
    Product                                      $  42,090            $  35,518
    Service                                         23,593               18,956
                                          ----------------    -----------------
      Total gross margin                         $  65,683            $  54,474
                                          ================    =================

  Gross margin percentage:
    Product                                           8.7%                 6.9%
    Service                                          32.8%                29.6%
                                          ----------------    -----------------
      Total gross margin percentage                  11.8%                 9.5%

  Operating expenses:
    Selling                                           3.5%                 4.0%
    Service                                           2.5%                 2.0%
    General and administrative                        4.0%                 3.8%
    Depreciation and amortization                     1.0%                 1.0%
    Restructuring charges                                -                 0.9%
                                          ----------------    -----------------
      Total operating expenses                       11.0%                11.7%
                                          ----------------    -----------------

  Earnings (loss) from operations                     0.8%               (2.2%)

  Financing expenses                                  0.3%                 0.8%
                                          ----------------    -----------------
  Earnings (loss) before income taxes                 0.5%               (3.0%)

  Income taxes (benefit)                              0.2%               (1.2%)
                                          ----------------    -----------------

  Net earnings (loss)                                 0.3%               (1.8%)
                                          ================    =================

                                       12
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

MTS Acquisition
---------------

On January 10, 2001, CompuCom purchased certain assets of MicroAge Technology
Services, L.L.C. ("MTS", or "the MTS acquisition"). The assets were purchased
out of bankruptcy court and primarily consisted of trade accounts receivable as
well as vendor accounts receivable and inventory. The purchase price of
approximately $79 million (after post-closing adjustments) was financed using
available cash. The purchased assets were used by MTS primarily in its business
as a systems integrator of personal computer products. As part of the MTS
acquisition, the Company also hired certain of MTS' national sales force,
technical service personnel and administrative personnel.

Comparison of the Quarter Ended March 31, 2001 to the Quarter Ended March 31,
-----------------------------------------------------------------------------
2000
----

  Product revenue, which is primarily derived from the sale of desktop,
networking, and mobile computing products, as well as peripherals and software
to corporate clients, decreased 5.7% to $482.4 million in the first quarter of
2001 from $511.6 million in the first quarter of 2000. CompuCom believes the
decline in product revenue can be attributed to a general market weakness in
demand for personal computer products, as well as continued pressure from
manufacturer direct selling and fulfillment strategies.  These factors were
partially offset by additional product revenue generated as a result of the MTS
acquisition.  Product gross margin as a percentage of product revenue for the
first quarter of 2001 was 8.7% compared to 6.9% for the first quarter of 2000.
This increase is primarily due to an increase in the amount of manufacturer
volume incentives and certain operational efficiencies. CompuCom expects to
experience competitive pressure on both product revenue and product gross
margin, the result of which may be to report lower product revenue and related
product gross margin when compared to the comparable prior year period.

  Service revenue increased 12.3% to $71.9 million for the first quarter of 2001
from $64.1 million for the first quarter of 2000. Service revenue is primarily
derived from all aspects of desktop outsourcing, as well as help desk and
LAN/WAN network outsourcing, configuration, asset tracking, software management,
mobile computing services, IT consulting, and services provided in support of
certain manufacturers' direct fulfillment initiatives. Service revenue reflects
revenue generated by the actual performance of specific services and does not
include product sales associated with service projects. The increase in service
revenue was primarily due to increased revenue related to field engineering and
services provided in support of certain manufacturers' direct fulfillment
objectives.  The majority of the increased field engineering revenue was a
result of the MTS acquisition.  These increases were partially offset by
declines in service revenue due to lower demand for the Company's consulting
services. Service gross margin as a percentage of service revenue for the
quarter ended March 31, 2001 was 32.8% compared to 29.6% for the same period in
2000. The increase in service gross margin was due primarily to improvements in
the management and utilization of service-related resources. CompuCom expects to
experience continued pressure on both service revenue and service gross margin,
the result of which may be to report lower service revenue and related service
gross margin when compared to the comparable prior year period.

  Selling expense decreased $3.7 million for the three months ended March 31,
2001 as compared to the same period in the prior year. Selling expense as a
percentage of revenue declined to 3.5% for the three months ended March 31, 2001
from 4.0% for the same period a year ago. The Company attributes this decrease
primarily to its own cost management efforts relative to personnel and
infrastructure, partially offset by increased selling expense as a result of the
MTS acquisition.

                                       13
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations


  Service expense increased $2.2 million for the three months ended March 31,
2001 as compared to the three months ended March 31, 2000. As a percentage of
revenue, service expense increased to 2.5% for the three months ended March 31,
2001 from 2.0% for the same period a year ago. The increase is due primarily to
personnel costs and investments in the service infrastructure associated with
supporting the service business, as well as costs associated with the MTS
acquisition.

  General and administrative expense increased slightly to $22.2 million for the
quarter ended March 31, 2001 from $21.8 million for the same period in the prior
year. General and administrative expense increased as a percentage of revenue
from 3.8% to 4.0% for the comparable period due primarily to the decline in
total revenue for the three months ended March 31, 2001 as compared to the same
period in 2000, as well as costs associated with the MTS acquisition. The
relatively flat levels of general and administrative expense are reflective of
the Company's ongoing focus on cost management measures.  CompuCom's operating
expenses are reported net of reimbursements by certain manufacturers for
specific training, promotional and marketing programs. These reimbursements
offset certain expenses incurred.

  Depreciation and amortization expense was essentially flat for the three
months ended March 31, 2001, both in absolute dollars and as a percentage of
revenue, as compared to the same period in 2000.

  During the first quarter of 2000, the CompuCom effected a restructuring plan
designed to reduce the Company's cost structure by closing its distribution
facility located in Houston, Texas, closing and consolidating three office
sites, and reducing the Company's workforce. As a result, the Company recorded a
restructuring charge of $5.2 million in the first quarter of 2000.

  Financing expense decreased to $1.7 million for the quarter ended March 31,
2001 from $4.3 million for the same period in the prior year.  As a percentage
of revenue, financing expense declined to 0.3% for the three months ended March
31, 2001 from 0.8% for the same period a year ago. The decrease in financing
expense is primarily due to CompuCom's improved management of working capital
resulting in lower financing levels in the first quarter of 2001, as compared to
the first quarter of 2000.  The decline in financing expense was partially
offset by the effect of slightly higher effective interest rates in the first
quarter of 2001 as compared to the first quarter of 2000, as well as the impact
of lower interest income in the first quarter of 2001 due to financing the MTS
acquisition with available cash.

  As a result of the factors discussed above, CompuCom recorded net earnings for
the quarter ended March 31, 2001 of $1.8 million compared to a net loss of $10.3
million, including an after-tax restructuring charge of $3.1 million, for the
same period in 2000.


Liquidity and Capital Resources
-------------------------------

  Working capital at March 31, 2001 was $117.8 million compared to $117.5
million at December 31, 2000. Even though working capital was relatively stable,
fluctuations among working capital categories occurred.  These included an
increase in cash and cash equivalents, offset by decreases in receivables and
inventories. The decrease in receivables is primarily due to the decline in
first quarter 2001 revenue relative to the fourth quarter of 2000, as the rate
of collection remained essentially constant.  Partially offsetting the impact of
lower revenue levels was a reduction in the amount of receivables utilized under
CompuCom's securitization facility and receivables acquired in the MTS
acquisition. The decrease in inventories is primarily due to CompuCom's ongoing
efforts to minimize risk associated with suppliers' price protection and returns
programs by maintaining lower inventory levels, and lower product demand in
general.

                                       14
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

     Management's Discussion and Analysis of Financial Condition and Results of
Operations

  CompuCom's liquidity continues to be negatively impacted by the dollar volume
of certain manufacturers' rebate programs. Under these programs, CompuCom is
required to pay a higher initial amount for product and claim a rebate from the
manufacturer to reduce the final cost. The collection of these rebates can take
an extended period of time. Due to these programs, CompuCom's initial cost for
the product is often higher than the sales price CompuCom can obtain from its
clients. These programs are a material factor in CompuCom's financing needs. As
of March 31, 2001 and December 31, 2000, CompuCom was owed approximately $41
million and $53 million, respectively, under these vendor rebate programs.

  CompuCom's working capital requirements are generally funded through financing
arrangements and internally generated funds. As of March 31, 2001, CompuCom's
financing arrangements consisted of a $150 million Securitization and $100
million Revolver. The Securitization pricing is based on a designated short-term
interest rate plus an agreed upon spread. As of March 31, 2001, amounts
outstanding as sold receivables consisted of two certificates totaling $123
million, one certificate for $103 million with an April 2002 maturity date and
one certificate for $20 million with an October 2003 maturity date. The
Revolver, which matures in May 2002, bears interest at LIBOR plus an agreed upon
spread and is secured by a lien on CompuCom's assets. Availability under the
Revolver is subject to a borrowing base calculation. As of March 31, 2001,
availability under the Revolver was approximately $61 million. No amount was
outstanding under the Revolver as of March 31, 2001. Both the Securitization and
the Revolver are subject to CompuCom's compliance with selected financial
covenants and ratios.

  CompuCom's business is not capital intensive and capital expenditures in any
year normally are not significant in relation to the overall financial position
of CompuCom. Generally, the Company's capital expenditures relate to its
information technology hardware and software and improvements in its
distribution centers. Capital expenditures were $6.9 million for the three
months ended March 31, 2001, as compared to $1.8 million for the same period in
2000. This increase was primarily due to system deployments to certain personnel
hired as part of the MTS acquisition and upgrades to the Company's technology
infrastructure and help desk offerings.  During the nine months ended
December 31, 2000, CompuCom recorded $7.5 million in capital expenditures. The
Company expects capital expenditures for the remaining nine months of 2001 to be
consistent with the comparable prior year period.

Recent Accounting Pronouncements
--------------------------------

  In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivatives and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments, including derivative instruments embedded in other
contracts, and for hedging activities. SFAS No.133 requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
at fair value. If certain conditions are met, a derivative may be specifically
designated as a fair value hedge, a cash flow hedge, or a foreign currency
hedge. A specific accounting treatment applies to each type of hedge. The
Company has adopted SFAS No. 133 during the current quarter, and has determined
there is no significant effect on its financial condition or results of
operations.

  In September 2000, the Financial Accounting Standards Board issued SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", which replaces SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
SFAS No. 140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The Company does
not expect the adoption of the accounting provisions of SFAS No. 140 to have a
material impact on its financial condition or results of operations.

                                       15
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

     Management's Discussion and Analysis of Financial Condition and Results of
Operations

Forward Looking Statements and Risks
------------------------------------

     This document contains "forward-looking statements" within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934.  These
forward-looking statements may be identified by words such as "will," "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar expressions.
Although we believe the expectations contained in the forward-looking statements
are reasonable, we can give no assurance that the expectations will prove
correct.  In addition, the forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint
ventures, strategic investments or one-time events.  These forward-looking
statements are subject to certain risks and uncertainties and there are a number
of factors that could cause actual results to differ materially from those
indicated by the forward-looking statements, and as a result could have an
adverse impact on our business, financial condition and operating results. These
factors include our ability: to grow product and service revenue; to increase
consulting revenue; to meet manufacturer's expectations in providing assistance
in implementing direct fulfillment initiatives; to find additional ways to
leverage costs and reduce costs further; and to continue the improvement in
product and service gross margin and our balance sheet.  Other factors that
could cause actual results to differ include: the impact of competitive pricing
and supply; manufacturers' shift to direct fulfillment programs may be more
significant than anticipated; changes to manufacturers' pricing, price
protection, rebate and incentive programs; short-term interest rate
fluctuations; general economic conditions; employee turnover; possible future
litigation; the ability to collect accounts receivable and vendor rebates
receivable; the impact of certain business and economic factors on the valuation
of certain investments in other businesses CompuCom has made or may make; and
other uncertainties that may have an impact on future revenue and earnings as
well as the risks and uncertainties set forth from time to time in our other
public reports and statements, including the risk factors set forth in our
Annual Report on Form 10-K. As a result, readers should not place undue reliance
on these forward-looking statements.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk
-------  ---------------------------------------------------------

  CompuCom is exposed to interest rate risk primarily through its Securitization
and Revolver. CompuCom utilizes its Securitization and Revolver for its working
capital and other borrowing needs. If CompuCom's effective interest rate were to
increase by 100 basis points (1.00%), CompuCom's annual financing expense would
increase by $1.4 million based on the average balances utilized under the
Securitization and Revolver during the three months ended March 31, 2001.

  Currently, CompuCom does not have any significant financial investments for
trading or other speculative purposes or to manage interest rate exposure.

                                       16
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                          PART II.  OTHER INFORMATION

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

(a)  Exhibits
     --------

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

       10.1*     Fourth Amendment to Inventory and Working Capital Financing
                 Agreement dated as of January 10, 2001 by and between CompuCom
                 Systems, Inc. and IBM Credit Corporation

       *         Filed on March 26, 2001 as Exhibit 10(ae) to the Company's
                 Annual Report on Form 10-K (No. 000-14371) and incorporated
                 herein by reference.

(b)    Reports on Form 8-K
       -------------------


       1.  On January 24, 2001, CompuCom filed a Current Report on Form 8-K to
           announce its acquisition of certain assets of MicroAge Technology
           Services, L.L.C.

       2.  On March 26, 2001, CompuCom filed a Current Report on Form 8-K/A to
           amend the Current Report on Form 8-K filed by the Company on January
           24, 2001, to announce its acquisition of certain assets of MicroAge
           Technology Services, L.L.C. The amendment was filed to include
           financial statements that were not available at the time of filing of
           the initial report.

                                       17
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                   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.



                                             COMPUCOM SYSTEMS, INC.
                                         ------------------------------
                                         (Registrant)




DATE:       May 15  , 2001               /s/ J. Edward Coleman
           ---------                     ------------------------------
                                         J. Edward Coleman,
                                         President and Chief Executive Officer



DATE:       May 15  , 2001               /s/ M. Lazane Smith
           ---------                     ------------------------------
                                         M. Lazane Smith,
                                         Senior Vice President, Finance and
                                         Chief Financial Officer

                                       18