##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-Q



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999



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

For the transition period from  to

Commission File Number: 000-21407

LASON, INC.

(Exact name of registrant as specified in its
charter)


DELAWARE

(State or other jurisdiction of


incorporation or organization)


38-3214743


(I.R.S. Employer


identification number)


1305 Stephenson Highway

Troy, Michigan 48083


(Address of principal executive offices including
zip code)


Telephone: (248) 597-5800

(Registrants telephone number, including
area code)




---

Indicate by check mark whether the
 registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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 November 10, 1999,
18,897,348 shares of Common Stock, $.01 par value were
outstanding.



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TABLE OF CONTENTS



|                                                                 |  |  |  |  |  |  |  | 
|---------------------------------------------------------------- |  |  |  |  |  |  |  | 
|TABLE OF CONTENTS                                               
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|SIGNATURES                                                      
|EXHIBIT INDEX                                                   



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TABLE OF CONTENTS


|         |  |                                                                                                                          |  |          |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | -------- | -- | 
|         |  |                                                                                                                          |  | Page No.
|         |  |                                                                                                                          |  |         
|Part I.  |  | Financial Information                                                                                                    |  |          |    | 
|         |  | Item 1. Financial Statements                                                                                             |  |          |    | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Balance Sheets (Unaudited) as of
	September 30, 1999 and December 31, 1998                        |  |          | 2  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Income (Unaudited), Three
	Months and Nine Months Ended September 30, 1999 and 1998 |  |          | 3  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Cash Flows (Unaudited), Nine
	 Months Ended September 30, 1999 and 1998             |  |          | 4  | 
|        
|        
|        
|        
|         |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                         |  |          | 5  | 
|        
|        
|        
|        
|         |  | Item 2. Managements Discussion and Analysis of
	Financial Condition and Results of Operations                           |  |          | 12 | 
|        
|        
|        
|        
|         |  | Item 3. Quantitive and Qualitative Disclosures about Market
	Risk                                                        |  |          | 16 | 
|Part II. |  | Other Information                                                                                                        |  |          |    | 
|        
|        
|        
|        
|         |  | Item 2. Changes in Securities and Use of Proceeds                                                                        |  |          | 17 | 
|        
|        
|        
|        
|         |  | Item 6. Exhibits and Reports on Form 8-K                                                                                 |  |          | 17 | 
|        
|        
|        
|        
|         |  | Signatures                                                                                                               |  |          | 20 | 

1



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##### Table of Contents



LASON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for shares)


(Unaudited)


|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------- | ------- | ------------ |  | - | ------- | ------- | 
|                                                                                                                                                                                 |                                            | September 30, |         | December 31,
|                                                                                                                                                                                 |                                            | 1999          |         | 1998        
|                                                                                                                                                                                 |                                            |               |         |             
|ASSETS                                                                                                                                                                           |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Cash and cash equivalents                                                                                                                                                        |                                            | $             | 10,454  |              |  | $ | 6,910   |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Accounts receivable (net)                                                                                                                                                        |                                            |               | 143,147 |              |  |   | 105,530 |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Supplies                                                                                                                                                                         |                                            |               | 12,107  |              |  |   | 12,649  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Deferred income taxes                                                                                                                                                            |                                            |               | 1,777   |              |  |   | 1,932   |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Prepaid expenses and other                                                                                                                                                       |                                            |               | 34,973  |              |  |   | 23,845  |        
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                 | Total current assets                       |               |         | 202,458      |  |   |         | 150,866 | 
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Property and equipment (net)                                                                                                                                                     |                                            |               | 108,032 |              |  |   | 84,714  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Intangible assets (net)                                                                                                                                                          |                                            |               | 379,349 |              |  |   | 266,015 |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Employee loans receivable                                                                                                                                                        |                                            |               | 3,170   |              |  |   | 1,698   |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Deferred income taxes                                                                                                                                                            |                                            |               | 32,161  |              |  |   |        |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Other                                                                                                                                                                            |                                            |               | 6,707   |              |  |   | 3,496   |        
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                 | Total assets                               |               | $       | 731,877      |  |   | $       | 506,789 | 
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                             |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Accrued expenses                                                                                                                                                                 |                                            | $             | 41,115  |              |  | $ | 29,116  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Accounts payable                                                                                                                                                                 |                                            |               | 27,351  |              |  |   | 26,884  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Notes payable                                                                                                                                                                    |                                            |               | 300     |              |  |   | 18,906  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Customer deposits                                                                                                                                                                |                                            |               | 4,742   |              |  |   | 6,015   |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Deferred income taxes                                                                                                                                                            |                                            |               | 1,871   |              |  |   | 918     |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Current portion of term loan                                                                                                                                                     |                                            |               | 7,500   |              |  |   |        |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Other                                                                                                                                                                            |                                            |               | 11,566  |              |  |   | 12,602  |        
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                 | Total current liabilities                  |               |         | 94,445       |  |   |         | 94,441  | 
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Revolving credit line borrowings                                                                                                                                                 |                                            |               | 90,000  |              |  |   | 59,000  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Term loan                                                                                                                                                                        |                                            |               | 142,500 |              |  |   |        |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Deferred income taxes                                                                                                                                                            |                                            |               | 1,009   |              |  |   | 3,246   |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Convertible debentures                                                                                                                                                           |                                            |               | 3,034   |              |  |   | 1,169   |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Other                                                                                                                                                                            |                                            |               | 18,292  |              |  |   | 22,235  |        
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                 | Total liabilities                          |               |         | 349,280      |  |   |         | 180,091 | 
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|STOCKHOLDERS EQUITY                                                                                                                                                             |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Common stock, $.01 par value; 100,000,000 and 20,000,000 shares
	authorized, 18,872,419 and 18,332,140 shares issued and
	outstanding, 759,093 and 686,865 shares held in escrow |                                            |               | 180     |              |  |   | 176     |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Preferred stock, $.01 par value; 5,000,000 shares authorized,
	none issued and outstanding                                                                                       |                                            |               |        |              |  |   |        |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Additional paid-in capital                                                                                                                                                       |                                            |               | 339,924 |              |  |   | 291,621 |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Retained earnings                                                                                                                                                                |                                            |               | 39,888  |              |  |   | 32,495  |        
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Treasury stock (at cost)                                                                                                                                                         |                                            |               | (3,579  | )            |  |   | (3,579  | )      
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Accumulated other comprehensive income                                                                                                                                           |                                            |               | 6,184   |              |  |   | 5,985   |        
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                 | Total stockholders equity                 |               |         | 382,597      |  |   |         | 326,698 | 
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        
|                                                                                                                                                                                 | Total liabilities and stockholders equity |               | $       | 731,877      |  |   | $       | 506,789 | 
|                                                                                                                                                                                 |                                            |               |         |              |  |   |         |        

The accompanying Notes are an integral part of the condensed
consolidated financial statements.

2



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##### Table of Contents



LASON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)


(Unaudited)


|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |        | 
|-------------------------------------------- | -------------------------- | ------------------ | ------- | ----------------- |  | ---- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------ | 
|                                             |                            |                    |         |                  
|                                             |                            | Three Months Ended |         | Nine Months Ended
|                                             |                            | September 30,      |         | September 30,    
|                                             |                            |                    |         |                  
|                                             |                            | 1999               |         | 1998              |  | 1999 |        | 1998  
|                                             |                            |                    |         |                   |  |      |        |       
|Revenue, net of postage                      |                            | $                  | 152,745 |                   |  | $    | 96,943 |        |  | $ | 425,913 |         |  | $ | 248,565 |       
|                                            
|                                            
|                                            
|                                            
|Cost of revenues                             |                            |                    | 94,456  |                   |  |      | 62,983 |        |  |   | 264,645 |         |  |   | 155,297 |       
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                             | Gross profit               |                    |         | 58,289            |  |      |        | 33,960 |  |   |         | 161,268 |  |   |         | 93,268 | 
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |                            |                    | 32,982  |                   |  |      | 22,520 |        |  |   | 95,938  |         |  |   | 59,116  |       
|                                            
|                                            
|                                            
|                                            
|Compensatory stock option expense (income)   |                            |                    | 65      |                   |  |      | (694   | )      |  |   | 1,584   |         |  |   | 125     |       
|                                            
|                                            
|                                            
|                                            
|Amortization of intangibles                  |                            |                    | 3,747   |                   |  |      | 1,826  |        |  |   | 9,838   |         |  |   | 4,402   |       
|                                            
|                                            
|                                            
|                                            
|Merger-related charges                       |                            |                    |        |                   |  |      |       |        |  |   | 31,088  |         |  |   |        |       
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                             | Income from operations     |                    |         | 21,495            |  |      |        | 10,308 |  |   |         | 22,820  |  |   |         | 29,625 | 
|                                            
|                                            
|                                            
|                                            
|Net interest expense                         |                            |                    | 3,832   |                   |  |      | 1,764  |        |  |   | 8,845   |         |  |   | 3,889   |       
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                             | Income before income taxes |                    |         | 17,663            |  |      |        | 8,544  |  |   |         | 13,975  |  |   |         | 25,736 | 
|                                            
|                                            
|                                            
|                                            
|Provision for income taxes                   |                            |                    | 7,030   |                   |  |      | 3,253  |        |  |   | 6,582   |         |  |   | 9,625   |       
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                             | Net income                 |                    | $       | 10,633            |  |      | $      | 5,291  |  |   | $       | 7,393   |  |   | $       | 16,111 | 
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Basic income per share                       |                            | $                  | 0.59    |                   |  | $    | 0.34   |        |  | $ | 0.41    |         |  | $ | 1.08    |       
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Diluted income per share                     |                            | $                  | 0.56    |                   |  | $    | 0.32   |        |  | $ | 0.40    |         |  | $ | 1.03    |       
|                                             |                            |                    |         |                   |  |      |        |        |  |   |         |         |  |   |         |       

The accompanying Notes are an integral part of the condensed
consolidated financial statements.

3



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##### Table of Contents



LASON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


(Unaudited)


|                                                                      |                                           |                   |          |          |   |   |          |          |  
|--------------------------------------------------------------------- | ----------------------------------------- | ----------------- | -------- | -------- | - | - | -------- | -------- | -
|                                                                      |                                           |                  
|                                                                      |                                           | Nine Months Ended
|                                                                      |                                           | September 30,    
|                                                                      |                                           |                  
|                                                                      |                                           | 1999              |          | 1998    
|                                                                      |                                           |                   |          |         
|Cash Flows Provided By (Used In) Operating Activities                 |                                           | $                 | 11,264   |          |   | $ | (1,302   | )       
|                                                                      |                                           |                   |          |          |   |   |          |         
|Cash Flows From Investing Activities:                                 |                                           |                   |          |          |   |   |          |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Payments for acquisition of businesses, net of cash acquired          |                                           |                   | (131,320 | )        |   |   | (118,448 | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Additions to fixed assets and software development costs              |                                           |                   | (32,694  | )        |   |   | (19,917  | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Proceeds from sales of fixed assets                                   |                                           |                   | 1,023    |          |   |   | 1,127    |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other, net                                                            |                                           |                   | (24      | )        |   |   |         |         
|                                                                      |                                           |                   |          |          |   |   |          |         
|                                                                      | Net cash used in investing activities     |                   |          | (163,015 | ) |   |          | (137,238 | )
|                                                                      |                                           |                   |          |          |   |   |          |         
|Cash Flows From Financing Activities:                                 |                                           |                   |          |          |   |   |          |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Borrowings on revolving line of credit                                |                                           |                   | 335,218  |          |   |   | 418,400  |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayments on revolving line of credit                                |                                           |                   | (304,218 | )        |   |   | (404,450 | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Borrowings on term loan                                               |                                           |                   | 150,000  |          |   |   |         |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayments of notes payable                                           |                                           |                   | (18,606  | )        |   |   | (6,254   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayment on capital lease liabilities and other debt                 |                                           |                   | (3,837   | )        |   |   | (2,907   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Payments to amend credit agreement                                    |                                           |                   | (2,260   | )        |   |   | (694     | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Proceeds from exercise of employee stock options                      |                                           |                   | 1,607    |          |   |   | 493      |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Dividends paid by M-R Group plc                                       |                                           |                   | (1,201   | )        |   |   | (2,347   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Net proceeds from issuance of shares of common stock                  |                                           |                   |         |          |   |   | 130,809  |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Payments by M-R Group plc to acquire shares for stock option
	plans   |                                           |                   |         |          |   |   | (1,190   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other, net                                                            |                                           |                   | (1,504   | )        |   |   | (1,698   | )       
|                                                                      |                                           |                   |          |          |   |   |          |         
|                                                                      | Net cash provided by financing activities |                   |          | 155,199  |   |   |          | 130,162  |  
|                                                                      |                                           |                   |          |          |   |   |          |         
|Effect of foreign exchange rate changes on cash and cash
	equivalents |                                           |                   | 96       |          |   |   | 36       |         
|                                                                      |                                           |                   |          |          |   |   |          |         
|Net increase (decrease) in cash and cash equivalents                  |                                           |                   | 3,544    |          |   |   | (8,342   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Cash and cash equivalents at beginning of period                      |                                           |                   | 6,910    |          |   |   | 11,643   |         
|                                                                      |                                           |                   |          |          |   |   |          |         
|Cash and cash equivalents at end of period                            |                                           | $                 | 10,454   |          |   | $ | 3,301    |         
|                                                                      |                                           |                   |          |          |   |   |          |         

The accompanying Notes are an integral part of the condensed
consolidated financial statements.

4



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##### Table of Contents








NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Note 1.  Basis of Presentation

The accompanying unaudited condensed consolidated financial
statements of Lason, Inc. (together with its subsidiaries,
Lason or the Company) have been prepared
in conformity with generally accepted accounting principles for
interim financial information and with the instructions for
Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, such interim financial statements do not include all
 of the information and footnotes required by generally accepted
accounting principles for complete consolidated financial
statements.

In the opinion of management, all necessary adjustments
(consisting of normal recurring adjustments) considered necessary
 for a fair presentation have been included. The operating
results for the nine month period ended September 30, 1999
are not necessarily indicative of the results to be expected for
the year ending December 31, 1999.

For further information, refer to the consolidated financial
statements and notes thereto included in the Companys
Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Securities and Exchange
Commission on March 31, 1999.

Certain reclassifications have been made to the consolidated
financial statements for 1998 to conform to the 1999
presentation.

Note 2.  Mergers and Acquisitions

On June 30, 1999 the Company completed its merger with M-R
Group plc (M-R), a leading document and data
management company headquartered in the United Kingdom. In
connection with the merger, the Company issued approximately
3.1 million new shares of its common stock, in exchange for
all of the outstanding common stock of M-R, including 47,222
shares issued in connection with the settlement of certain M-R
stock options (the Executive Options). Pursuant to
the merger agreement, M-R shareholders received 5.376 new shares
of Lason common stock for every 100 M-R shares held for a total
value of approximately $154.4 million as of June 30,
1999.

The merger was accounted for as a pooling-of-interests.
Accordingly, the Companys condensed consolidated financial
statements were restated as if the companies had been combined
for all periods presented. Certain reclassifications and
adjustments were made to M-Rs financial statements to
conform with Lasons presentation and with accounting
principles generally accepted in the United States. Prior to the
merger, there were no material transactions between Lason and
M-R.

The value of the shares of Lason common stock issued was
approximately $90.4 million greater than the estimated fair
value of the net assets acquired. For United States federal
income tax purposes, the merger with M-R was a taxable exchange.
Accordingly, for federal income tax purposes the
$90.4 million was allocated to goodwill and will be
amortized over the fifteen year life required in federal tax
guidelines. A deferred federal income tax asset was recorded, and
 was credited to paid-in capital, totaling approximately
$33.6 million. This amount represents a temporary difference
 in deductible expenses that will result in future federal income
 tax benefits.

Prior to the merger, M-Rs fiscal year end was June 30.
 Subsequent to the merger, M-R adopted a calendar year-end.
Accordingly, the Companys condensed consolidated financial
statements have been recast to retroactively combine M-Rs
financial statements with Lason as if M-R had a calendar year-end
 for all periods presented.

Under terms of the merger agreement, certain M-R stock options
(the Staff Options) were exchanged for options to
receive 39,540 shares of Lason common stock, calculated at the
same exchange ratio discussed above. The Staff Options must be
exercised, in accordance with the terms of the option plan, on or
 before December 29, 1999 or the options expire. A total of
8,064 such shares were issued in the three month period ended
September 30, 1999.

5



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##### Table of Contents



In connection with the Executive Options, M-R previously
established a trust that purchased shares of M-R common stock on
the open market. Such shares were to be issued to employees upon
exercise of their respective individual stock options. Such
shares were converted into approximately 112,000 shares of Lason
common stock at the aforementioned conversion ratio. M-Rs
cost to acquire such shares of common stock is recorded as
treasury stock in the Companys condensed consolidated
financial statements.

The following information reconciles total revenues and net
income (loss) for the separate companies with amounts presented
in the accompanying condensed consolidated statements of income
for the nine months ended September 30, 1998 and the six
months ended June 30, 1999 (the operating period of Lason
and M-R prior to the merger) (in thousands):

|                   |       |                  |   |                   |         |   |   |         |         | 
|------------------ | ----- | ---------------- | - | ----------------- | ------- | - | - | ------- | ------- | 
|                   |       | Six Months Ended |   | Nine Months Ended
|                   |       | June 30,         |   | September 30,    
|                   |       | 1999             |   | 1998             
|                   |       |                  |   |                  
|Revenues:          |       |                  |   |                   |         |   |   |        
|                  
|                  
|                  
|                  
|                   | Lason |                  | $ | 225,840           |         |   | $ | 187,136 |        
|                  
|                  
|                  
|                  
|                   | M-R   |                  |   | 47,328            |         |   |   | 61,429  |        
|                   |       |                  |   |                   |         |   |   |        
|                   |       | Total            |   | $                 | 273,168 |   |   | $       | 248,565 | 
|                   |       |                  |   |                   |         |   |   |        
|Net income (loss): |       |                  |   |                   |         |   |   |        
|                  
|                  
|                  
|                  
|                   | Lason |                  | $ | 3,902             |         |   | $ | 12,076  |        
|                  
|                  
|                  
|                  
|                   | M-R   |                  |   | (7,142            | )       |   |   | 4,035   |        
|                   |       |                  |   |                   |         |   |   |        
|                   |       | Total            |   | $                 | (3,240  | ) |   | $       | 16,111  | 
|                   |       |                  |   |                   |         |   |   |        

The Executive Options were granted under award plans considered
to be variable under accounting principles generally accepted in
the United States. Financial reporting standards in the United
Kingdom do not require compensation expense to be recognized for
the Executive Options. As a result, the consolidated financial
information presented for M-R includes an approximate
$1.4 million pre-tax (approximately $0.9 million
after-tax) charge to income for the nine months ended
September 30, 1999 to conform the M-R financial statements
to financial statements prepared in accordance with accounting
principles generally accepted in the United States. For the
corresponding nine month period in 1998, such options provided a
benefit of approximately $80,000 pre-tax (approximately $40,000
after tax). The effect on diluted income per share was a
(decrease) increase of approximately ($0.05) and $0.01 in the
nine months ended September 30, 1999 and 1998, respectively.

In connection with the M-R merger, the Company recorded
$31.1 million pre-tax ($20.3 million after tax, or
$1.08 per diluted share) of merger-related costs which were
charged to operations during the first half of 1999. Included in
the charges are approximately $7.9 million in transaction
costs primarily consisting of investment banking, legal,
regulatory, accounting and other fees; non-cash charges of
approximately $9.8 million for an adjustment to goodwill
related to a previous M-R acquisition, recording the accelerated
vesting of the Executive Options, and other charges as a result
of the merger and to conform M-Rs United Kingdom financial
accounting standards with those used in the United States; and
approximately $13.4 million related to discontinued leases,
the consolidation of facilities, severance and other related
expenses.

Details of the merger-related charges are as follows (in
thousands):

|                                    |        |          |        |        |  |            |       |                    |  |   |       |        |  |   |       |       | 
|----------------------------------- | ------ | -------- | ------ | ------ |  | ---------- | ----- | ------------------ |  | - | ----- | ------ |  | - | ----- | ----- | 
|                                    |        |          |        |        |  |           
|                                    |        |          |        | Used   |  |           
|                                    |        | Original |        |        |  | Balance at
|                                    |        | Accrual  |        | Cash   |  | Non-cash   |       | September 30, 1999
|                                    |        |          |        |        |  |            |       |                   
|Transaction costs                   |        | $        | 7,897  |        |  | $          | 2,666 |                    |  | $ |      |        |  | $ | 5,231 |      
|                                   
|                                   
|                                   
|                                   
|Accounting charges                  |        |          | 9,820  |        |  |            |      |                    |  |   | 9,200 |        |  |   | 620   |      
|                                   
|                                   
|                                   
|                                   
|Consolidation and restructure costs |        |          | 13,371 |        |  |            | 7,878 |                    |  |   | 4,136 |        |  |   | 1,357 |      
|                                    |        |          |        |        |  |            |       |                    |  |   |       |        |  |   |       |      
|                                    | Totals |          | $      | 31,088 |  |            | $     | 10,544             |  |   | $     | 13,336 |  |   | $     | 7,208 | 
|                                    |        |          |        |        |  |            |       |                    |  |   |       |        |  |   |       |      

6



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##### Table of Contents



For the businesses that have had facilities closed or
consolidated with other facilities, the tangible assets to be
disposed of have been written down to their estimated fair value,
 less cost of disposal. In addition, as a result of the
consolidation of approximately 21 facilities, approximately
410 employees have been separated from the Company as of
September 30, 1999. These amounts are included in
consolidation and restructure costs in the table
above.

It is expected that the balance of the merger-related accrual
will be used by the end of the first quarter of 2000.

During the nine months ended September 30, 1999, the Company
 completed several additional acquisitions which were accounted
for using the purchase method of accounting, the most significant
 of which were: Vetri Systems, Inc. and its affiliate Vetri
Software India, Ltd., Bonner & Moore Computing Company, a
division of Bonner & Moore Associates, Inc., the Texas
division of Compex Legal Services, MSI Digital Imaging Solutions,
 Inc., Cover-All Computer Holdings Company and its affiliates,
MSCI, Inc., Crest Information Technologies, Inc., Marketing
Associates, Inc., and Addressing Services Company, Inc.

Aggregate consideration for all the purchase acquisitions
completed during the first nine months of 1999 (the 1999
Purchase Acquisitions), excluding liabilities assumed, was
approximately $126.9 million, consisting of approximately
$110.5 million in cash, 305,343 shares of the Companys
 common stock valued at approximately $14.5 million and
debentures convertible into 32,532 shares of the Companys
common stock valued at approximately $1.9 million at the
date of acquisition.

For the 1999 Purchase Acquisitions, 270,705 shares of the
Companys common stock valued at approximately
$13.0 million on the transaction date, and approximately
$1.7 million in cash are being held in escrow to indemnify
the Company if contingencies set forth in the respective purchase
 agreements occur within specified time frames ranging from 12 to
 24 months from the date of acquisition. In addition,
$4.2 million of the aggregate cash will be paid only if
certain contingencies are met. Finally, certain of the purchase
agreements provide for an increase to the purchase price if
operating income of the acquired business exceeds targeted
levels. The maximum amount of additional purchase price which may
 be recorded should such targets be achieved for the 1999
Purchase Acquisitions is approximately $115.0 million.
Purchase price contingencies, if any, will be recorded as an
adjustment to the purchase price when the related contingency is
resolved.

With the exception of the merger with M-R discussed above, each
of the 1999 Purchase Acquisitions was accounted for as a
purchase. The results of operations for the three and nine month
periods ended September 30, 1999 include the results of
operations for each of the purchase acquisitions since the date
of their respective acquisition.

The purchase price for the 1999 Purchase Acquisitions was
allocated to the assets acquired and liabilities assumed based on
 the estimated fair values at the date of acquisition. The excess
 of the aggregate purchase price over the fair values of assets
acquired and liabilities assumed has been allocated to goodwill
and is being amortized on a straight-line method over
30 years. The allocation of the excess purchase price is
based on preliminary estimates and assumptions, and is subject to
 revision upon final determination of the fair market value of
the net assets acquired. Management does not expect the final
allocations to differ materially from the preliminary estimates.

7



---



##### Table of Contents



In conjunction with 1999 Purchase Acquisitions, liabilities
assumed and other non-cash consideration was as follows (in
thousands):

|                                                                       |  |   |          |  
|---------------------------------------------------------------------- |  | - | -------- | -
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Fair value of assets acquired                                          |  | $ | 33,693   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Goodwill                                                               |  |   | 93,207   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash and common stock held in escrow                                   |  |   | 14,730   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Net cash paid in consideration for companies acquired                  |  |   | (104,193 | )
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Common stock issued in consideration for companies acquired            |  |   | (14,525  | )
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Convertible debentures issued in consideration for companies
	acquired |  |   | (1,865   | )
|                                                                       |  |   |          |  
|Liabilities assumed                                                    |  | $ | 21,047   |  
|                                                                       |  |   |          |  

The following table summarizes pro forma unaudited results of
operations as if each of the 1999 Purchase Acquisitions had
occurred at the beginning of the periods presented (in thousands,
 except per share amounts):

|                           |  |                   |         |      |  |   |         | 
|-------------------------- |  | ----------------- | ------- | ---- |  | - | ------- | 
|                           |  |                  
|                           |  | Nine Months Ended
|                           |  | September 30,    
|                           |  |                  
|                           |  | 1999              |         | 1998
|                           |  |                   |         |     
|Revenues                   |  | $                 | 466,633 |      |  | $ | 370,395 | 
|                          
|                          
|                          
|                          
|Income before income taxes |  |                   | 14,248  |      |  |   | 33,285  | 
|                          
|                          
|                          
|                          
|Net income                 |  |                   | 7,557   |      |  |   | 20,641  | 
|                          
|                          
|                          
|                          
|Basic income per share     |  | $                 | 0.42    |      |  | $ | 1.38    | 
|                          
|                          
|                          
|                          
|Diluted income per share   |  | $                 | 0.40    |      |  | $ | 1.29    | 

In October 1999, the Company purchased all of the
outstanding common stock of Atlantic Document Centers, Inc. for
aggregate consideration of $6.0 million consisting of
approximately $5.1 million in cash and 19,537 shares of the
Companys common stock valued at approximately
$0.9 million.

Note 3.  Long-Term Debt

In August of 1999, the Company amended and restated its credit
agreement with its lenders. Borrowings under the amended credit
agreement are expected to be used to finance additional
acquisitions of businesses, working capital, capital expenditures
 and other corporate purposes. Such borrowings are secured by
guarantees of certain of the Companys subsidiaries, as well
 as pledges of the capital stock of certain subsidiaries.
Interest on amounts outstanding is calculated based on interest
rates determined periodically at the beginning of each borrowing
period. Borrowings bear interest at rates ranging from a
Eurodollar rate plus a maximum of 2.00% (6.87% as of
September 30, 1999) or a base percentage rate plus a maximum
 of 0.50% (8.25% at September 30, 1999), at the
Companys election at the time of borrowing. The credit
agreement contains restrictions on acquisitions, disposition of
assets, and the incurrence of other liabilities and contains
certain financial ratio covenants.

The amended credit agreement has a revolving credit facility of
$150 million, which the Company may increase to up to
$250 million, subject to certain limitations. A portion of
the revolving credit facility of up to $50 million is available
to the Company for borrowings in Euro, British pound sterling,
Canadian dollars and other freely traded currencies to be agreed
upon with the lenders. Lason is not required to make principal
payments until final maturity in 2004.

8



---



##### Table of Contents



The amendment to the credit agreement also added a term loan
facility of $150 million. Quarterly principal payments
commence May 2000, with final maturity August 2004, as follows
(in thousands):

|                     |  |   |         |  
|-------------------- |  | - | ------- | -
|                    
|                    
|                    
|                    
|2000                 |  | $ | 11,250  |  
|                    
|                    
|                    
|                    
|2001                 |  |   | 20,625  |  
|                    
|                    
|                    
|                    
|2002                 |  |   | 35,625  |  
|                    
|                    
|                    
|                    
|2003                 |  |   | 52,500  |  
|                    
|                    
|                    
|                    
|2004                 |  |   | 30,000  |  
|                     |  |   |         |  
|Total                |  |   | 150,000 |  
|                    
|                    
|                    
|                    
|Less current portion |  |   | (7,500  | )
|                     |  |   |         |  
|Long term portion    |  | $ | 142,500 |  
|                     |  |   |         |  

Note 4.  Comprehensive Income

The assets and liabilities of M-R, and of other foreign
subsidiaries, are translated into United States dollars using
period-end exchange rates while income statements are translated
using average exchange rates during the periods. Differences
arising from the translation of assets and liabilities in
comparison with the translation of the previous periods are
included as a separate component of Stockholders Equity.
The net accumulated foreign currency translation adjustment is
$6,184,000 and $5,985,000 at September 30, 1999 and
December 31, 1998, respectively.

The components of other comprehensive income are as follows (in
thousands):

|                                      |  |                    |        |                   |  |      |       |      |  |   |       |  |  |   |        | 
|------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ----- | ---- |  | - | ----- |  |  | - | ------ | 
|                                      |  |                    |        |                  
|                                      |  | Three Months Ended |        | Nine Months Ended
|                                      |  | September 30,      |        | September 30,    
|                                      |  |                    |        |                  
|                                      |  | 1999               |        | 1998              |  | 1999 |       | 1998
|                                      |  |                    |        |                   |  |      |       |     
|Net income                            |  | $                  | 10,633 |                   |  | $    | 5,291 |      |  | $ | 7,393 |  |  | $ | 16,111 | 
|                                     
|                                     
|                                     
|                                     
|Net foreign currency translation gain |  |                    | 2,153  |                   |  |      | 780   |      |  |   | 199   |  |  |   | 1,192  | 
|                                      |  |                    |        |                   |  |      |       |      |  |   |       |  |  |   |        | 
|Comprehensive income                  |  | $                  | 12,786 |                   |  | $    | 6,071 |      |  | $ | 7,592 |  |  | $ | 17,303 | 
|                                      |  |                    |        |                   |  |      |       |      |  |   |       |  |  |   |        | 

9



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##### Table of Contents



Note 5.  Earnings Per Share

The following table presents a reconciliation of the numerator
(income applicable to common shareholders) and denominator
(weighted average common shares outstanding) for the basic and
diluted earnings per share calculations for the three and nine
month periods ended September 30, 1999 and 1998 (in
thousands, except per share amounts). Weighted average shares
outstanding have been retroactively restated for all periods
presented to adjust for the issuance of new shares of Lason
common stock related to the merger with M-R. (See Note 2):

|                                                                                |  |                    |        |                    |  |       |        |        |  |          |      |       |  |   |       |  |  |  |        |  |  |   |      | 
|------------------------------------------------------------------------------- |  | ------------------ | ------ | ------------------ |  | ----- | ------ | ------ |  | -------- | ---- | ----- |  | - | ----- |  |  |  | ------ |  |  | - | ---- | 
|                                                                                |  |                    |        |                   
|                                                                                |  | Three Months Ended |        | Three Months Ended
|                                                                                |  | September 30, 1999 |        | September 30, 1998
|                                                                                |  |                    |        |                   
|                                                                                |  |                    |        | Weighted           |  |       |        |        |  | Weighted |      |      
|                                                                                |  | Net                |        | Average            |  | Per   |        | Net    |  | Average  |      | Per  
|                                                                                |  | Income             |        | Shares             |  | Share |        | Income |  | Shares   |      | Share
|                                                                                |  |                    |        |                    |  |       |        |        |  |          |      |      
|Basic EPS                                                                       |  | $                  | 10,633 |                    |  |       | 17,977 |        |  | $        | 0.59 |       |  | $ | 5,291 |  |  |  | 15,731 |  |  | $ | 0.34 | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Effect of Dilutive Securities                                                   |  |                    |        |                    |  |       |        |        |  |          |      |       |  |   |       |  |  |  |        |  |  |   |      | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Contingently issuable shares of common stock                                    |  |                    |       |                    |  |       | 732    |        |  |          |     |       |  |   |      |  |  |  | 532    |  |  |   |     | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Potential shares of common stock from debentures and stock
	options outstanding |  |                    |       |                    |  |       | 363    |        |  |          |     |       |  |   |      |  |  |  | 395    |  |  |   |     | 
|                                                                                |  |                    |        |                    |  |       |        |        |  |          |      |       |  |   |       |  |  |  |        |  |  |   |      | 
|Diluted EPS                                                                     |  | $                  | 10,633 |                    |  |       | 19,072 |        |  | $        | 0.56 |       |  | $ | 5,291 |  |  |  | 16,658 |  |  | $ | 0.32 | 
|                                                                                |  |                    |        |                    |  |       |        |        |  |          |      |       |  |   |       |  |  |  |        |  |  |   |      | 

|                                                                                |  |                    |       |                    |  |       |        |        |  |          |      |       |  |   |        |  |  |  |        |  |  |   |      | 
|------------------------------------------------------------------------------- |  | ------------------ | ----- | ------------------ |  | ----- | ------ | ------ |  | -------- | ---- | ----- |  | - | ------ |  |  |  | ------ |  |  | - | ---- | 
|                                                                                |  |                    |       |                   
|                                                                                |  | Nine Months Ended  |       | Nine Months Ended 
|                                                                                |  | September 30, 1999 |       | September 30, 1998
|                                                                                |  |                    |       |                   
|                                                                                |  |                    |       | Weighted           |  |       |        |        |  | Weighted |      |      
|                                                                                |  | Net                |       | Average            |  | Per   |        | Net    |  | Average  |      | Per  
|                                                                                |  | Income             |       | Shares             |  | Share |        | Income |  | Shares   |      | Share
|                                                                                |  |                    |       |                    |  |       |        |        |  |          |      |      
|Basic EPS                                                                       |  | $                  | 7,393 |                    |  |       | 17,875 |        |  | $        | 0.41 |       |  | $ | 16,111 |  |  |  | 14,945 |  |  | $ | 1.08 | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Effect of Dilutive Securities                                                   |  |                    |       |                    |  |       |        |        |  |          |      |       |  |   |        |  |  |  |        |  |  |   |      | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Contingently issuable shares of common stock                                    |  |                    |      |                    |  |       | 500    |        |  |          |     |       |  |   |       |  |  |  | 389    |  |  |   |      | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Potential shares of common stock from debentures and stock
	options outstanding |  |                    |      |                    |  |       | 269    |        |  |          |     |       |  |   |       |  |  |  | 364    |  |  |   |     | 
|                                                                                |  |                    |       |                    |  |       |        |        |  |          |      |       |  |   |        |  |  |  |        |  |  |   |      | 
|Diluted EPS                                                                     |  | $                  | 7,393 |                    |  |       | 18,644 |        |  | $        | 0.40 |       |  | $ | 16,111 |  |  |  | 15,698 |  |  | $ | 1.03 | 
|                                                                                |  |                    |       |                    |  |       |        |        |  |          |      |       |  |   |        |  |  |  |        |  |  |   |      | 

The weighted average common shares and common share equivalents
outstanding used to compute the dilutive effect of common stock
options outstanding was computed using the treasury stock method
prescribed by Statement of Financial Accounting Standards
(SFAS) No. 128.

Note 6.  Segment and Related Information

SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information was issued in June 1997
and is effective for financial statements issued after
December 15, 1998. The statement requires the Company to
report certain information about its operating segments.

For years prior to 1998, the Company was managed as one operating
 segment. Beginning in 1998, the Companys reportable
segments consist of groups of business units that are organized
geographically. Each of the Companys geographic regions has
 a separate management team and infrastructure, and offers
different combinations of the Companys services. The
Company evaluates the performance of its operating segments based
 on income before income taxes and net corporate interest
expense. Inter-segment sales and transfers are not significant.

10



---



##### Table of Contents



The following table presents summarized financial information for
 the Companys reportable segments for the three and nine
months ended September 30, 1999 and 1998 (in thousands). The
 Other balances include corporate related items,
results of insignificant operations and, as it relates to segment
 profit (loss), income and expenses not allocated to reportable
segments, which includes all merger-related changes not
specifically allocated to the International segment for the nine
months ended September 30, 1999. The international segment
was previously included in Other but is now shown
separately as certain quantitative thresholds under SFAS
No. 131 have now been met. The international segment
includes the United Kingdom, Canada and Mexico. Prior periods
have been restated accordingly. Additionally, prior periods have
been restated for the reallocation of certain business units
among regions during 1999.

|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |         |         |  
|----------------------------------------- | --------------------------------------------------------------- | ------------------ | - | ----------------- | ------- | ---- | - | ------ | ------ | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                          |                                                                 |                    |   |                  
|                                          |                                                                 | Three Months Ended |   | Nine Months Ended
|                                          |                                                                 | September 30,      |   | September 30,    
|                                          |                                                                 |                    |   |                  
|                                          |                                                                 | 1999               |   | 1998              |         | 1999 |   | 1998  
|                                          |                                                                 |                    |   |                   |         |      |   |       
|Revenues:                                 |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 3,898             |         |      | $ | 872    |        |   | $ | 7,756   |         |   | $ | 2,377   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 41,003            |         |      |   | 25,803 |        |   |   | 110,590 |         |   |   | 74,530  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | 22,333            |         |      |   | 15,691 |        |   |   | 60,789  |         |   |   | 37,540  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 19,276            |         |      |   | 11,496 |        |   |   | 52,782  |         |   |   | 27,474  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 17,524            |         |      |   | 11,474 |        |   |   | 51,604  |         |   |   | 24,876  |        
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 25,497            |         |      |   | 14,633 |        |   |   | 71,415  |         |   |   | 30,238  |        
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 23,389            |         |      |   | 15,327 |        |   |   | 74,523  |         |   |   | 49,851  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (175              | )       |      |   | 1,647  |        |   |   | (3,546  | )       |   |   | 1,679   |        
|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|                                          |                                                                 | Total              |   | $                 | 152,745 |      |   | $      | 96,943 |   |   | $       | 425,913 |   |   | $       | 248,565 |  
|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|Segment profit (loss):                    |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 469               |         |      | $ | 242    |        |   | $ | 1,102   |         |   | $ | 589     |        
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 3,203             |         |      |   | 1,938  |        |   |   | 9,220   |         |   |   | 9,225   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | 4,868             |         |      |   | 2,576  |        |   |   | 10,225  |         |   |   | 6,728   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 2,980             |         |      |   | 1,228  |        |   |   | 7,696   |         |   |   | 2,651   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 2,147             |         |      |   | 2,097  |        |   |   | 9,082   |         |   |   | 5,065   |        
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 3,845             |         |      |   | 2,956  |        |   |   | 11,279  |         |   |   | 6,466   |        
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 4,820             |         |      |   | 534    |        |   |   | (581    | )       |   |   | 5,434   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (4,669            | )       |      |   | (3,027 | )      |   |   | (34,048 | )       |   |   | (10,422 | )      
|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|                                          |                                                                 | Total              |   | $                 | 17,663  |      |   | $      | 8,544  |   |   | $       | 13,975  |   |   | $       | 25,736  |  
|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|Details of Other segment profit (loss): |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Net corporate interest                                          |                    | $ | (3,706            | )       |      | $ | (1,650 | )      |   | $ | (8,015  | )       |   | $ | (3,753  | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Corporate expenses not allocated to operating segments          |                    |   | (314              | )       |      |   | (788   | )      |   |   | (24,834 | )       |   |   | (5,076  | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Amortization of intangibles not allocated to operating segments |                    |   | (585              | )       |      |   | (519   | )      |   |   | (989    | )       |   |   | (1,385  | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Compensatory stock option expense                               |                    |   | (65               | )       |      |   | (70    | )      |   |   | (208    | )       |   |   | (208    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | 1                 |         |      |   |       |        |   |   | (2      | )       |   |   |        |        
|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        
|                                          |                                                                 | Total              |   | $                 | (4,669  | )    |   | $      | (3,027 | ) |   | $       | (34,048 | ) |   | $       | (10,422 | )
|                                          |                                                                 |                    |   |                   |         |      |   |        |        |   |   |         |         |   |   |        

11



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|                                                                 |               |               |        |              |         |   |        |         |         | 
|---------------------------------------------------------------- | ------------- | ------------- | ------ | ------------ | ------- | - | ------ | ------- | ------- | 
|                                                                 |               | September 30, |        | December 31,
|                                                                 |               | 1999          |        | 1998        
|                                                                 |               |               |        |             
|Total assets:                                                    |               |               |        |              |         |   |        |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Midwest       |               | $      | 13,740       |         |   | $      |        |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Central       |               |        | 153,062      |         |   |        | 94,162  |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Northeast     |               |        | 128,453      |         |   |        | 111,400 |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Southeast     |               |        | 70,552       |         |   |        | 45,303  |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Southwest     |               |        | 87,311       |         |   |        | 48,914  |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | West          |               |        | 106,114      |         |   |        | 84,397  |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | International |               |        | 78,063       |         |   |        | 64,987  |        
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Other         |               |        | 94,582       |         |   |        | 57,626  |        
|                                                                 |               |               |        |              |         |   |        |        
|                                                                 |               | Total         |        | $            | 731,877 |   |        | $       | 506,789 | 
|                                                                 |               |               |        |              |         |   |        |        
|Details of Other total assets:                                 |               |               |        |              |         |   |        |        
|                                                                
|                                                                
|                                                                
|                                                                
|Net goodwill not allocated to operating segments                 |               | $             | 27,150 |              |         | $ | 29,900 |        
|                                                                
|                                                                
|                                                                
|                                                                
|Net other intangibles assets not allocated to operating segments |               |               | 9,362  |              |         |   | 5,931  |        
|                                                                
|                                                                
|                                                                
|                                                                
|Other corporate assets not allocated to operating segments       |               |               | 58,070 |              |         |   | 21,795 |        
|                                                                 |               |               |        |              |         |   |        |        
|                                                                 |               | Total         |        | $            | 94,582  |   |        | $       | 57,626  | 
|                                                                 |               |               |        |              |         |   |        |        

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

The following discussion contains forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
 Act of 1934, as amended. Those statements include statements
regarding the intent, belief or current expectations of the
Company and its management. Prospective investors are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve a number of risks and
uncertainties, and that actual results could differ materially
from those indicated by such forward-looking statements. Among
the important factors that could cause actual results to differ
materially from those indicated by such forward-looking
statements are: (i) the assimilation of acquisitions,
(ii) the management of the Companys growth and
expansion, (iii) dependence on major customers, or on key
personnel, (iv) development by competitors of new or
superior products or services, or entry into the market of new
competitors, (v) fluctuations in paper prices,
(vi) integrity and reliability of the Companys data,
(vii) volatility of the Companys stock price,
(viii) changes in the business services outsourcing
industry, (ix) significance of intangible assets,
(x) changes related to compensatory stock options and
(xi) other risks identified from time to time in the
Companys reports and registration statements filed with the
 Securities and Exchange Commission.

Overview

During the nine months ended September 30, 1999, the Company
 completed several acquisitions which were accounted for as
purchases, the most significant of which were: Vetri Systems,
Inc. and its affiliate Vetri Software India, Ltd., Bonner &
Moore Computing Company, a division of Bonner & Moore
Associates, Inc., the Texas division of Compex Legal Services,
MSI Digital Imaging Solutions, Inc., Cover-All Computer Holdings
Company and its affiliates, MSCI, Inc., Crest Information
Technologies, Inc., Marketing Associates, Inc. and Addressing
Services Company, Inc.

In addition, the Company completed its merger with M-R Group
 plc (M-R) on June 30, 1999, in a taxable
exchange accounted for as a pooling-of-interest. Accordingly, the
 following discussion relates to the operations of Lason and M-R
combined, unless otherwise indicated.

Although management anticipates that the Company will continue to
 acquire complementary businesses in the future, there can be no
assurance that the Company will be able to identify and acquire
attractive acquisition candidates, profitably manage such
acquired companies or successfully integrate such acquired
companies into the Company without substantial costs, delays or
other problems. In addition, there can be no assurance that any
companies acquired in the future will be profitable at the time
of acquisition or will achieve

12



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Results of Operations  Three Months Ended
September 30, 1999 Compared with Three Months Ended
September 30, 1998.

Consolidated net revenues, including the results of M-R,
increased 58% to $152.7 million for the three months ended
September 30, 1999 from $96.9 million in the third
quarter of 1998. Approximately $41.9 million of the increase
 was due to acquisitions and approximately $13.9 million was
 due to growth in the Companys existing business excluding
M-R. The majority of the internal growth came from an increase in
 image and data capture and data management revenues of
approximately $14.3 million, largely the result of
successful cross-selling of the Companys core services and
the Companys focus on fast growing markets such as
e-commerce.

Gross profit increased to $58.3 million for the third
quarter of 1999 from $34.0 million for the comparable 1998
quarter primarily due to the increase in net revenues. Gross
profit as a percentage of net revenues was 38% for the three
months ended September 30, 1999 versus 35% for the
comparable period of 1998. The increase is primarily due to lower
 margins in the prior-year quarter for M-R. M-Rs margins
are higher in the 1999 quarter primarily due to a decrease in
lower margin direct-mail services at one division and higher
revenues at two divisions with relatively fixed costs (divisions
providing software and digitization services).

Selling, general and administrative expenses increased
$10.5 million to $33 million, or 22% of net revenues,
for the three months ended September 30, 1999 from
$22.5 million, or 23% of net revenue for the comparable 1998
 quarter. Approximately $8.3 million of the increase was due
 to selling, general and administrative expenses of acquired
companies, excluding M-R. The remaining increase was primarily
due to higher compensation and other corporate overhead expenses
associated with managing a larger consolidated organization.

Certain M-R stock options which previously existed were variable
in nature. Declining prices of M-R common stock during the
quarter ended September 30, 1998 resulted in a credit to
compensatory stock option expense of $764,000 in accordance with
accounting principles generally accepted in the United States.

Amortization of intangibles increased to $3.7 million for
the three months ended September 30, 1999 from
$1.8 million for the third quarter of 1998 primarily due to
an increase in goodwill related to the business acquisitions
completed.

Net interest expense was $3.8 million for the 1999 third
quarter compared to $1.8 million in 1998. The increase is
primarily due to higher average borrowing balances resulting from
 borrowings used primarily to fund business acquisitions.

Provision for income taxes as a percentage of pre-tax income
increased to 40% for the third quarter of 1999 from 38% in the
comparable 1998 quarter primarily due to an increase in goodwill
amortization expense that is not deductible for federal income
tax purposes.

Results of Operations  Nine Months Ended
September 30, 1999 Compared with Nine Months Ended
September 30, 1998.

Consolidated net revenues increased 71% to $425.9 million
for the nine months ended September 30, 1999 from
$248.6 million for the comparable period of 1998.
Approximately $140.8 million of the increase was due to
acquisitions and approximately $36.5 million was due to
growth in the Companys existing business excluding M-R. The
 internal growth was primarily the result of higher image and
data capture and data management revenue.

Gross profit increased to $161.3 million for the nine months
 ended September 30, 1999 from $93.3 million for the
comparable 1998 period primarily due to the increase in net
revenues. Gross profit as a percentage of net revenues was 38%
for the nine months ended September 30, 1999 and 1998.

13



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Selling, general and administrative expenses increased
$36.8 million to $95.9 million, or 23% of net revenues
for the first nine months of 1999, from $59.1 million, or
24% of net revenues in the same period of 1998. Approximately
$25.5 million of the increase was due to selling, general
and administrative expenses of acquired companies excluding M-R.
The remaining increase was primarily due to increased
compensation and other corporate overhead expenses associated
with managing a larger consolidated organization.

The increase in compensatory option expense is due to the credit
recorded for certain M-R stock options in the third quarter of
1998, discussed in the preceding section, coupled with increasing
 price of M-R common stock in the first three months of 1999.

Amortization of intangibles increased to $9.8 million for
the nine months ended September 30, 1999 from
$4.4 million for the comparable 1998 period primarily due to
 an increase in goodwill related to business acquisitions
completed.

In connection with the M-R merger, the Company recorded
$31.1 million pre-tax ($20.3 million after tax) of
merger-related costs which were charged to operations during the
first half of 1999. Included in the charges are approximately
$7.9 million in transaction costs including investment
banking, legal, regulatory, accounting and other fees; non cash
charges of approximately $9.8 million for an adjustment to
goodwill resulting from a previous M-R acquisition, and recording
 compensatory option and other charges as a result of the merger
and to conform M-Rs United Kingdom financial accounting
standards with those used in the United States; and approximately
 $13.4 million related to discontinued leases, the
consolidation of facilities, severance and other related
expenses. The decline in operating income from $29.6 million
 in the first nine months of 1998 to $22.8 million in the
corresponding period of 1999 is the result of such merger-related
 charges, partially offset by increased operating income from
acquisitions and internal growth.

Net interest expense was $8.8 million for the first nine
months of 1999 compared to $3.9 million in the comparable
1998 period. The increase is primarily due to higher average
borrowing balances resulting from borrowings used mainly to fund
business acquisitions.

Provision for income taxes as a percentage of pre-tax income
increased to 47% for the first nine months of 1999, from 37% in
the comparable period of 1998, primarily due to an increase in
goodwill amortization that is not deductible for federal income
tax purposes, and certain non-deductible merger-related charges
recorded in the first half of 1999.

Liquidity and Capital Resources

The Company has funded its operations and acquisitions through a
combination of cash flow from operations, bank borrowings and the
 issuance of shares of common stock.

Cash flows provided by operating activities totaled
$11.3 million for the nine months ended September 30,
1999 compared to $1.3 million usage for the comparable
period of 1998. The increase in operating cash flows in 1999 is
primarily due to an increase in net income before non-cash
merger-related charges and other non-cash charges such as
depreciation and amortization, partially offset by higher
accounts receivables and other current assets.

Cash flows used in investing activities totaled
$163.0 million and $137.2 million for the nine months
ended September 30, 1999 and 1998, respectively, and was
primarily used to fund the acquisition of businesses and invest
in capital equipment and software development activities. Cash
used for acquisitions was approximately $131.3 million and
$118.4 million for the nine months ended September 30,
1999 and 1998, respectively. Cash used to invest in capital
equipment and software development activities totaled
$32.7 million for the 1999 first nine months, compared to
$19.9 million for the comparable period of 1998. During the
first nine months of 1999 and 1998, the Company invested
approximately $6.0 and $3.5, respectively, for the development
and implementation of computer software primarily to support the
Companys domestic and international operations and
information processing needs. These projects and related costs
will continue as the Company pursues its acquisition strategy and
 its focus on high technology services such as e-commerce.

14



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Cash flows provided by financing activities totaled
$155.2 million in the first nine months of 1999 compared to
$130.2 million for the comparable period of 1998 and largely
 consisted of borrowings on the Companys revolving line of
credit and term loan primarily used to fund the payments for
acquired businesses and for working capital requirements. In the
1998 period, the Company sold 2,925,000 shares of its common
stock for net proceeds of approximately $130.8 million,
after deducting underwriting discounts and other offering
expenses. Additionally, during the first quarter of 1999 and 1998
 the Company repaid promissory notes in the amount of
$18.6 million and $6.2 million, respectively, relating
to business acquisitions in the fourth quarter of 1998 and 1997,
respectively.

During the first six months of 1998, a trust established by M-R
purchased shares of M-R common stock in the open market. Such
shares were to be issued to M-R employees upon exercise of their
respective stock options. See Notes to Condensed Consolidated
Financial Statements  Note 2.

Credit Agreement Borrowings

During the quarter ended September 30, 1999, the Company
amended and restated its credit agreement with its lenders. The
amended credit agreement has a revolving credit facility of
$150 million, which the Company may increase up to
$250 million, subject to certain limitations. A portion of
the revolving credit facility of up to $50 million is
available to the Company for borrowings in Euro, British pound
sterling, Canadian dollars and other freely traded currencies to
be agreed upon with the lenders. The amendment to the credit
agreement also added a term loan facility of $150 million.
The Company is required to begin quarterly principal and interest
 payments on the term loan commencing May 31, 2000, with
final maturity on both the term loan and revolving credit
facility in 2004. Borrowings under the credit agreement will be
used to finance additional acquisitions of businesses, working
capital, capital expenditures and other corporate purposes.
Borrowings under the credit agreement are secured by guarantees
of certain of the Companys subsidiaries, as well as pledges
 of the capital stock of certain subsidiaries. Interest on
amounts outstanding is calculated based on interest rates
determined periodically at the beginning of each borrowing
period. Borrowings bear interest at rates ranging from a
Eurodollar rate plus a maximum of 2.00% (7.68% at
November 10, 1999) or a base rate plus a maximum of 0.50%
(8.25% at November 10, 1999), at the Companys election
 at the time of borrowing. The credit agreement contains
restrictions on acquisitions, dispositions of assets and the
incurrence of other liabilities and contains certain financial
ratio covenants. As of November 10, 1999,
$267.4 million was borrowed under the credit agreement.

Future Capital Needs

The Companys liquidity and capital resources have been
significantly affected by acquisitions of businesses and, given
the Companys acquisition strategy, may be significantly
affected for the foreseeable future. To date, the Company has
financed its acquisitions with borrowings under its credit
agreement, with shares of its common stock and with cash from
operations.

The Companys ability to obtain cash adequate to fund its
needs depends generally on the results of its operations and the
availability of financing. Management believes that cash flow
from operations, in conjunction with borrowings from its existing
 and any future credit agreements and possible issuance of shares
 of its common stock, will be sufficient to meet debt service
requirements, make possible future acquisitions and fund capital
expenditures in the future. However, there can be no assurance in
 this regard or that the terms available for any future
financing, if required, would be favorable to the Company.

Year 2000

The Company uses a significant number of computer software
programs and operating systems in its internal operations. To the
 extent that these software applications contain a source code
that is unable to interpret appropriately the upcoming calendar
year 2000, some level of modification or even possible
replacement of such source code or program applications will be
necessary. In addition, the Company may experience significant
adverse business interruptions if significant customers and/or
suppliers are not prepared for the year 2000.

15



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##### Table of Contents



The Company has a standing committee consisting of key management
 personnel to address the year 2000 issue. The Company has
surveyed its customers and suppliers identifying those that are
most critical to the operations of the Company. Meetings were
scheduled between such entities and Company personnel to gain a
clear understanding of their year 2000 readiness and any
potential impact on the Company. Appropriate contingencies were
developed based upon these meetings.

The Company is currently modifying its computer software programs
 and operating systems to make each significant system and
program Year 2000 Compliant. Substantially all
critical business systems are year 2000 compliant, and most
individual business-unit systems (including those of M-R) are
currently compliant. All final audits and certifications will be
completed by the end of November 1999. The 10 largest site
audits were performed by an independent agency. As of
September 30, 1999, the Company has incurred approximately
$3.8 million in connection with its year 2000 compliance program
and anticipates that it will incur an additional estimated $0.5
million to complete the program.

The Company does not anticipate a material year 2000 business
interruption due to the nature of its operating systems, and the
customers and suppliers with which it transacts business.
However, there can be no assurance that the Company will not
incur unanticipated costs or systems interruptions, which could
have a material adverse effect on the Companys business,
financial condition or results of operations. In addition, there
can be no assurance that failure of the Companys critical
customers or suppliers to be year 2000 compliant will not have a
material adverse effect on the Companys business, financial
 condition or results of operations. In addition, there can be no
 assurance that businesses acquired in the future will not incur
unanticipated costs or systems interruption, which could have an
adverse effect on the Companys business, financial
condition or results of operations.

Inflation

Certain of the Companys expenses, such as wages and
benefits, occupancy costs, and equipment repair and replacement,
are subject to normal inflation. Supplies, such as paper and
related products, can be subject to significant price
fluctuations. Although the Company to date has been able to
substantially offset any such cost increases through increased
operating efficiencies, there can be no assurance that the
Company will be able to offset any future cost increases through
similar efficiencies or increased charges for its products and
services.

Litigation

The Company is, from time to time, a party to legal proceedings
arising in the normal course of its business. Management believes
 that none of the legal proceedings currently outstanding will
have a material adverse effect on the Companys business,
financial condition or results of operations.

Item 3.  Quantitive and Qualitative Disclosures about
Market Risk

Lason has exposure to interest rate risk on its obligations
outstanding under the existing credit agreement, which bear
interest at a variable rate. Based on the Companys
outstanding balance under the credit agreement on
September 30, 1999, a one-percent increase or decrease in
interest rates would decrease or increase, respectively, the
Companys pre-tax earnings and operating cash flows by
approximately $2.4 million on an annualized basis.

16



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##### Table of Contents



PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

During the third quarter of 1999, the Company issued shares of
its common stock without registration under the Securities Act of
 1933 (the Act). The issuance of Securities described
 in the first two paragraphs below were exempt from registration
under the Act by virtue of Section 4(2) thereof as
transactions not involving a public offering. The issuance of the
 securities described in the third paragraph were exempt from
registration under the Act by virtue of Section 3(a)(10)
thereof.

In the third quarter of 1999, in connection with the acquisition
of the shares or assets of various companies as partial payment
of the purchase price, the Company issued 68,969 shares of its
common stock valued at $3,193,825. The shares were issued at
prices ranging from $46.21 to $47.34.

In the third quarter of 1999, the Company issued 40,129 shares of
 its common stock to shareholders of companies it had previously
acquired as additional consideration for the achievement of
certain target levels of financial performance after the
acquisitions. The shares were issued at prices ranging from
$41.31 to $41.50, for a total value of $1,658,000.

On June 30, 1999, the Company acquired all of the
outstanding shares of stock of M-R Group plc, a United Kingdom
publicly-held company (M-R), effected by means of a
Scheme of Arrangement (Scheme of Arrangement)
negotiated at arms length under Section 425 of the
Companies Act of 1985, under the laws of the United Kingdom.
Under the Scheme of Arrangement, M-R shareholders received
3,024,641 shares of Lason common stock on June 30, 1999.
Additionally, 47,222 shares were issued during the third quarter
of 1999 in connection with the settlement of certain M-R stock
options. Under another existing M-R stock option plan, an
additional 8,064 shares were issued in the third quarter of 1999
and a maximum of 31,476 additional shares could be issued upon
exercise of M-R options still outstanding.

Item 6.  Exhibits and Reports on Form 8-K

a.  Exhibits

|      |  |                                                                                                                                                                                                                   
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.9   |  | Agreement of Purchase and Sale of Stock dated July 17, 1997
	between Lason and Image Conversion Systems, Inc.(2)                                                                                                  
|2.10  |  | Asset Purchase Agreement dated November 25, 1997 between
	Lason and VIP Imaging, Inc.(3)                                                                                                                          
|2.11  |  | Stock Purchase Agreement dated February 12, 1998 with
	respect to the acquisition of Racom Corporation and its
	affiliates by Lason.(4)                                                                           
|2.12  |  | Asset Purchase Agreement dated March 5, 1998 between Lason
	and API Systems, Inc.(5)                                                                                                                              
|2.13  |  | Agreement for the Purchase and Sale of Stock dated July 24,
	1998 between Lason and Consolidated Reprographics.(6)                                                                                                
|2.15  |  | Transaction Agreement between Lason and M-R Group plc dated
	March 25, 1999.(9)                                                                                                                                   
|2.16  |  | Amendment Agreement between Lason and M-R Group plc dated
	April 30, 1999.(9)                                                                                                                                     
|2.17  |  | Amendment Agreement between Lason and M-R Group plc dated
	May 13, 1999.(9)                                                                                                                                       
|3.1   |  | Form of Amended and Restated Certificate of Incorporation of the
	Company.(1)                                                                                                                                     
|3.2   |  | Form of Revised Amended and Restated Bylaws.(7)                                                                                                                                                                   
|4.1   |  | Form of Certificate representing Common Stock of the Company.(1)                                                                                                                                                  
|4.3   |  | Third Amended and Restated Credit Agreement dated as of
	August 16, 1999 among the Company, the Lenders named
	therein, Bank One, Michigan as administrative agent, and Comerica
	 Bank, as syndication agent.(10)
|10.5  |  | Registration Agreement dated January 17, 1995 by and among
	the Company and the 1995 Stockholders.(1)                                                                                                             
|10.9  |  | Offer of employment dated April 30, 1996 from Lason Systems,
	 Inc. to Mr. Rauwerdink.(1)                                                                                                                         
|10.10 |  | Offer of employment dated June 12, 1996 from Lason Systems,
	Inc. to Mr. Jablonski.(1)                                                                                                                            

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|      |  |                                                                                                                       
|----- |  | ----------------------------------------------------------------------------------------------------------------------
|10.11 |  | 1995 Stock Option Plan of the Company.(1)                                                                             
|10.17 |  | 1996 Lason Management Bonus Plan.(1)                                                                                  
|10.18 |  | Lason Systems, Inc. 401(k) Profit Sharing Plan & Trust.(1)                                                            
|10.19 |  | Amendments to Lason Systems, Inc. 401(k) Profit Sharing Plan
	& Trust.(1)                                             
|10.20 |  | Lease Agreement dated as of September 3, 1985 by and between
	 Lason Systems, Inc. and Mart Associates, as amended.(1)
|10.24 |  | Employment Agreement of Gary L. Monroe dated June 1,
	1999.(10)                                                       
|10.25 |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  Gary L. Monroe.(10)                         
|10.26 |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  Gary L. Monroe.(10)                          
|10.27 |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  William J. Rauwerdink.(10)                  
|10.28 |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  William J. Rauwerdink.(10)                   
|10.29 |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  John R. Messinger.(10)                      
|10.30 |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  John R. Messinger.(10)                       
|10.42 |  | 1998 Equity Participation Plan of Lason, Inc.(8)                                                                      
|10.43 |  | Employment Agreement of John R. Messinger dated April 27,
	1999.(9)                                                   
|27.1  |  | Financial Data Schedule.(9 months ended 9/30/99)+                                                                     
|27.2  |  | Financial Data Schedule. (9 months ended 9/30/98 
	 Restated)+                                                       
|27.3  |  | Financial Data Schedule. (12 months ended
	12/31/98  Restated)+                                                      








|    |                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated herein by reference to registrants
	Form S-1 filed on October 7, 1996, Commission File
	No. 333-09799.                        
|   
|(2) | Incorporated herein by reference to registrants
	Form 8-K filed on August 4, 1997, Commission File
	No. 0-21407.                           
|   
|(3) | Incorporated herein by reference to registrants
	Form 8-K filed on December  10, 1997, Commission File
	No. 0-21407.                       
|   
|(4) | Incorporated herein by reference to registrants
	Form 8-K filed on March 17, 1998, Commission File
	No. 0-21407.                           
|   
|(5) | Incorporated herein by reference to registrants
	Form 8-K filed on March 20, 1998, Commission File
	No. 0-21407.                           
|   
|(6) | Incorporated herein by reference to registrants
	Form S-1 filed on July 30, 1998, Commission File
	No. 333-60143.                          
|   
|(7) | Incorporated herein by reference to registrants
	Form 10-Q filed on May 15, 1998, Commission File
	No. 0-21407.                            
|   
|(8) | Incorporated herein by reference to registrants 1998 proxy
	statement, Appendix  A, filed on April 28, 1998,
	Commission File No.  0-21407.
|   
|(9) | Incorporated herein by reference to Registrants
	Form 10-Q filed on May 17, 1999, Commission File
	No. 0-21407.                            



|     |                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated herein by reference to Registrants
	Form 10-Q filed on August 16, 1999, Commission File
	No. 0-21407.

18



---



##### Table of Contents



b.  Reports on Form 8-K

The Company filed a report on Form 8-K on July 15, 1999
 which was amended on September 13, 1999 and
September 16, 1999, disclosing in Item 2 the merger
with M-R Group plc on June 30, 1999, disclosing in
Item 5 combined unaudited results of operations of the
Company and M-R Group plc for the quarters stated, and including
in Item 7 audited historical and unaudited proforma
financial information relating to the merger with M-R Group plc.

19



---



##### Table of Contents








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.



| |                             
| | ----------------------------
| | LASON, Inc                  
| |                             
| | (Registrant)                
|
| | /s/ WILLIAM J. RAUWERDINK   
| |                             
| | Executive Vice President and
| | Chief Financial Officer     

November 15, 1999

20



---



##### Table of Contents








EXHIBIT INDEX


|        |       |             |  |                                                                                                                                                                                                                   
|------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 2.9   |             |  | Agreement of Purchase and Sale of Stock dated July 17, 1997
	between Lason and Image Conversion Systems, Inc.(2)                                                                                                  
|        | 2.10  |             |  | Asset Purchase Agreement dated November 25, 1997 between
	Lason and VIP Imaging, Inc.(3)                                                                                                                          
|        | 2.11  |             |  | Stock Purchase Agreement dated February 12, 1998 with
	respect to the acquisition of Racon Corporation and its
	affiliates by Lason.(4)                                                                           
|        | 2.12  |             |  | Asset Purchase Agreement dated March 5, 1998 between Lason
	and API Systems, Inc.(5)                                                                                                                              
|        | 2.13  |             |  | Agreement for the Purchase and Sale of Stock dated July 24,
	1998 between Lason and Consolidated Reprographics.(6)                                                                                                
|        | 2.15  |             |  | Transaction Agreement between Lason and M-R Group plc dated
	March 25, 1999.(9)                                                                                                                                   
|        | 2.16  |             |  | Amendment Agreement between Lason and M-R Group plc dated
	April 30, 1999.(9)                                                                                                                                     
|        | 2.17  |             |  | Amendment Agreement between Lason and M-R Group plc dated
	May 13, 1999.(9)                                                                                                                                       
|        | 3.1   |             |  | Form of Amended and Restated Certificate of Incorporation of the
	Company.(1)                                                                                                                                     
|        | 3.2   |             |  | Form of Revised Amended and Restated Bylaws.(7)                                                                                                                                                                   
|        | 4.1   |             |  | Form of Certificate representing Common Stock of the Company.(1)                                                                                                                                                  
|        | 4.3   |             |  | Third Amended and Restated Credit Agreement dated as of
	August 16, 1999 among the Company, the Lenders named
	therein, Bank One, Michigan as administrative agent, and Comerica
	 Bank, as syndication agent.(10)
|        | 10.5  |             |  | Registration Agreement dated January 17, 1995 by and among
	the Company and the 1995 Stockholders.(1)                                                                                                             
|        | 10.9  |             |  | Offer of employment dated April 30, 1996 from Lason Systems,
	 Inc. to Mr. Rauwerdink.(1)                                                                                                                         
|        | 10.10 |             |  | Offer of employment dated June 12, 1996 from Lason Systems,
	Inc. to Mr. Jablonski.(1)                                                                                                                            
|        | 10.11 |             |  | 1995 Stock Option Plan of the Company.(1)                                                                                                                                                                         
|        | 10.17 |             |  | 1996 Lason Management Bonus Plan.(1)                                                                                                                                                                              
|        | 10.18 |             |  | Lason Systems, Inc. 401(k) Profit Sharing Plan & Trust.(1)                                                                                                                                                        
|        | 10.19 |             |  | Amendments to Lason Systems, Inc. 401(k) Profit Sharing Plan
	& Trust.(1)                                                                                                                                         
|        | 10.20 |             |  | Lease Agreement dated as of September 3, 1985 by and between
	 Lason Systems, Inc. and Mart Associates, as amended.(1)                                                                                            



---



##### Table of Contents



|        |       |             |  |                                                                                                     
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 10.24 |             |  | Employment Agreement of Gary L. Monroe dated June 1,
	1999.(10)                                     
|        | 10.25 |             |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  Gary L. Monroe.(10)       
|        | 10.26 |             |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  Gary L. Monroe.(10)        
|        | 10.27 |             |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  William J. Rauwerdink.(10)
|        | 10.28 |             |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  William J. Rauwerdink.(10) 
|        | 10.29 |             |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  John R. Messinger.(10)    
|        | 10.30 |             |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  John R. Messinger.(10)     
|        | 10.42 |             |  | 1998 Equity Participation Plan of Lason, Inc.(8)                                                    
|        | 10.43 |             |  | Employment Agreement of John R. Messinger dated April 27,
	1999.(9)                                 
|        | 27.1  |             |  | Financial Data Schedule.(9 months ended 9/30/99)+                                                   
|        | 27.2  |             |  | Financial Data Schedule. (9 months ended 9/30/98 
	 Restated)+                                     
|        | 27.3  |             |  | Financial Data Schedule. (12 months ended
	12/31/98  Restated)+                                    








|    |                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated herein by reference to registrants
	Form S-1 filed on October 7, 1996, Commission File
	No. 333-09799.                        
|   
|(2) | Incorporated herein by reference to registrants
	Form 8-K filed on August 4, 1997, Commission File
	No. 0-21407.                           
|   
|(3) | Incorporated herein by reference to registrants
	Form 8-K filed on December  10, 1997, Commission File
	No. 0-21407.                       
|   
|(4) | Incorporated herein by reference to registrants
	Form 8-K filed on March 17, 1998, Commission File
	No. 0-21407.                           
|   
|(5) | Incorporated herein by reference to registrants
	Form 8-K filed on March 20, 1998, Commission File
	No. 0-21407.                           
|   
|(6) | Incorporated herein by reference to registrants
	Form S-1 filed on July 30, 1998, Commission File
	No. 333-60143.                          
|   
|(7) | Incorporated herein by reference to registrants
	Form 10-Q filed on May 15, 1998, Commission File
	No. 0-21407.                            
|   
|(8) | Incorporated herein by reference to registrants 1998 proxy
	statement, Appendix  A, filed on April 28, 1998,
	Commission File No.  0-21407.
|   
|(9) | Incorporated herein by reference to Registrants
	Form 10-Q filed on May 17, 1999, Commission File
	No. 0-21407.                            



|     |                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated herein by reference to Registrants
	Form 10-Q filed on August 16, 1999, Commission File
	No. 0-21407.