##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-Q/A

AMENDMENT NO. 1



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

For the quarterly period ended June 30, 2000



|      |                                                                                                 
|----- | ------------------------------------------------------------------------------------------------
|[   ] | 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 August 10, 2000,
19,510,572 shares of Common Stock, $.01 par value were
outstanding.



---






---

TABLE OF CONTENTS



|                                                                         |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------ |  |  |  |  |  |  |  | 
|TABLE OF CONTENTS                                                       
|CONDENSED CONSOLIDATED BALANCE SHEETS                                   
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                         
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)        
|PART II. OTHER INFORMATION                                              
|SIGNATURES                                                              
|Financial Data Schedule                                                 
|Financial Data Schedule                                                 



---








TABLE OF CONTENTS


|         |  |                                                                                                                                             |  |          |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | -- | 
|         |  |                                                                                                                                             |  | Page No.
|         |  |                                                                                                                                             |  |         
|Part I.  |  | Financial Information                                                                                                                       |  |          |    | 
|         |  | Item 1. Financial Statements                                                                                                                |  |          |    | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Balance Sheets as of June 30, 2000
	(Unaudited) and December 31, 1999                                                |  |          | 2  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Operations and Comprehensive
	 Income, Three and Six Months Ended June 30, 2000 and 1999,
	(Unaudited) |  |          | 3  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Cash Flows, Six Months Ended
	 June 30, 2000 and 1999, (Unaudited)                                     |  |          | 4  | 
|        
|        
|        
|        
|         |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                            |  |          | 5  | 
|        
|        
|        
|        
|         |  | Item 2. Managements Discussion and Analysis of
	Financial Condition and Results of Operations                                              |  |          | 9  | 
|        
|        
|        
|        
|         |  | Item 3. Quantitative and Qualitative Disclosures about
	Market Risk                                                                         |  |          | 13 | 
|Part II. |  | Other Information                                                                                                                           |  |          |    | 
|        
|        
|        
|        
|         |  | Item 1. Legal Proceedings                                                                                                                   |  |          | 15 | 
|        
|        
|        
|        
|         |  | Item 2. Changes in Securities and Use of Proceeds                                                                                           |  |          | 15 | 
|        
|        
|        
|        
|         |  | Item 3. Defaults upon Senior Securities                                                                                                     |  |          | 15 | 
|        
|        
|        
|        
|         |  | Item 5. Other Information                                                                                                                   |  |          | 15 | 
|        
|        
|        
|        
|         |  | Item 6. Exhibits and Reports on Form 8-K                                                                                                    |  |          | 16 | 
|        
|        
|        
|        
|         |  | Signatures                                                                                                                                  |  |          | 18 | 

1



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##### Table of Contents



LASON, INC.






CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except for shares)


|                                                                                                                                                                                |                                            |             |         |              |  |   |         |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------- | ------- | ------------ |  | - | ------- | ------- | 
|                                                                                                                                                                                |                                            | June 30,    |         | December 31,
|                                                                                                                                                                                |                                            | 2000        |         | 1999        
|                                                                                                                                                                                |                                            |             |         |             
|                                                                                                                                                                                |                                            | (Unaudited) |         |             
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|ASSETS                                                                                                                                                                          |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Cash and cash equivalents                                                                                                                                                       |                                            | $           | 5,746   |              |  | $ | 9,753   |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Accounts receivable (net)                                                                                                                                                       |                                            |             | 116,479 |              |  |   | 117,760 |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Supplies                                                                                                                                                                        |                                            |             | 13,311  |              |  |   | 13,181  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Deferred income taxes                                                                                                                                                           |                                            |             | 6,050   |              |  |   | 5,861   |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Net assets of discontinued operations                                                                                                                                           |                                            |             | 18,682  |              |  |   | 18,682  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Prepaid expenses and other                                                                                                                                                      |                                            |             | 28,195  |              |  |   | 27,541  |        
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                                | Total current assets                       |             |         | 188,463      |  |   |         | 192,778 | 
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Property and equipment (net)                                                                                                                                                    |                                            |             | 104,471 |              |  |   | 106,102 |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Intangible assets (net)                                                                                                                                                         |                                            |             | 558,988 |              |  |   | 529,146 |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Employee loans receivable                                                                                                                                                       |                                            |             | 3,168   |              |  |   | 3,168   |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Deferred income taxes                                                                                                                                                           |                                            |             | 1,485   |              |  |   | 207     |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Other                                                                                                                                                                           |                                            |             | 4,793   |              |  |   | 5,031   |        
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                                | Total assets                               |             | $       | 861,368      |  |   | $       | 836,432 | 
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                            |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Accrued expenses                                                                                                                                                                |                                            | $           | 52,152  |              |  | $ | 47,575  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Accounts payable                                                                                                                                                                |                                            |             | 28,762  |              |  |   | 27,816  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Notes payable                                                                                                                                                                   |                                            |             | 786     |              |  |   | 294     |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Acquisition-related obligations                                                                                                                                                 |                                            |             | 8,547   |              |  |   | 16,580  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Accrued restructuring expenses                                                                                                                                                  |                                            |             | 11,360  |              |  |   | 13,310  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Customer deposits                                                                                                                                                               |                                            |             | 5,266   |              |  |   | 6,079   |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Revolving credit line borrowings                                                                                                                                                |                                            |             | 169,000 |              |  |   |        |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Term loan                                                                                                                                                                       |                                            |             | 150,000 |              |  |   |        |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Current portion of term loan                                                                                                                                                    |                                            |             |        |              |  |   | 11,250  |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Deferred income taxes                                                                                                                                                           |                                            |             | 4,928   |              |  |   |        |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Other                                                                                                                                                                           |                                            |             | 11,505  |              |  |   | 9,013   |        
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                                | Total current liabilities                  |             |         | 442,306      |  |   |         | 131,917 | 
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Revolving credit line borrowings                                                                                                                                                |                                            |             |        |              |  |   | 134,000 |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Term loan                                                                                                                                                                       |                                            |             |        |              |  |   | 138,750 |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Deferred income taxes                                                                                                                                                           |                                            |             |        |              |  |   | 1,299   |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Convertible debentures                                                                                                                                                          |                                            |             | 3,034   |              |  |   | 3,034   |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Other                                                                                                                                                                           |                                            |             | 5,291   |              |  |   | 7,910   |        
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                                | Total liabilities                          |             |         | 450,631      |  |   |         | 416,910 | 
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|STOCKHOLDERS EQUITY                                                                                                                                                            |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Common stock, $.01 par value; 100,000,000 shares authorized,
        19,488,058 and 18,986,910 shares issued and outstanding, 553,257
        and 698,712 shares held in escrow |                                            |             | 188     |              |  |   | 182     |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Preferred stock, $.01 par value; 5,000,000 shares authorized,
        none issued and outstanding                                                                               |                                            |             |        |              |  |   |        |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Additional paid-in capital                                                                                                                                                      |                                            |             | 432,942 |              |  |   | 421,544 |        
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Retained deficit                                                                                                                                                                |                                            |             | (16,045 | )            |  |   | (3,977  | )      
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Treasury stock (at cost)                                                                                                                                                        |                                            |             | (5,541  | )            |  |   | (5,541  | )      
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|                                                                                                                                                                               
|Accumulated other comprehensive income                                                                                                                                          |                                            |             | (807    | )            |  |   | 7,314   |        
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                                | Total stockholders equity                 |             |         | 410,737      |  |   |         | 419,522 | 
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                                | Total liabilities and stockholders equity |             | $       | 861,368      |  |   | $       | 836,432 | 
|                                                                                                                                                                                |                                            |             |         |              |  |   |         |        

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


OPERATIONS AND COMPREHENSIVE INCOME


(In thousands, except per share amounts)


(Unaudited)


|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |        |  
|------------------------------------------------------ | ------------------------------------------------------------ | ------------------ | ------- | ---------------- | - | ---- | ------- | ------ | - | - | ------- | ------- | - | - | ------- | ------ | -
|                                                       |                                                              |                    |         |                 
|                                                       |                                                              | Three Months Ended |         | Six Months Ended
|                                                       |                                                              | June 30,           |         | June 30,        
|                                                       |                                                              |                    |         |                 
|                                                       |                                                              | 2000               |         | 1999             |   | 2000 |         | 1999  
|                                                       |                                                              |                    |         |                  |   |      |         |       
|Revenues, net of postage                               |                                                              | $                  | 144,238 |                  |   | $    | 110,608 |        |   | $ | 284,681 |         |   | $ | 209,066 |       
|                                                      
|                                                      
|                                                      
|                                                      
|Cost of revenues                                       |                                                              |                    | 100,492 |                  |   |      | 70,883  |        |   |   | 201,542 |         |   |   | 134,583 |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                       | Gross profit                                                 |                    |         | 43,746           |   |      |         | 39,725 |   |   |         | 83,139  |   |   |         | 74,483 |  
|                                                      
|                                                      
|                                                      
|                                                      
|Selling, general and administrative expenses           |                                                              |                    | 38,050  |                  |   |      | 26,093  |        |   |   | 72,362  |         |   |   | 46,038  |       
|                                                      
|                                                      
|                                                      
|                                                      
|Compensatory stock option expense                      |                                                              |                    | 159     |                  |   |      | 71      |        |   |   | 159     |         |   |   | 143     |       
|                                                      
|                                                      
|                                                      
|                                                      
|Amortization of intangibles                            |                                                              |                    | 5,668   |                  |   |      | 2,977   |        |   |   | 11,087  |         |   |   | 5,354   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Restructuring expenses                                 |                                                              |                    |        |                  |   |      | 7,755   |        |   |   |        |         |   |   | 7,755   |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                       | Income (loss) from operations                                |                    |         | (131             | ) |      |         | 2,829  |   |   |         | (469    | ) |   |         | 15,193 |  
|                                                      
|                                                      
|                                                      
|                                                      
|Net interest expense                                   |                                                              |                    | 6,611   |                  |   |      | 2,104   |        |   |   | 12,092  |         |   |   | 3,635   |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                       | Income (loss) from continuing operations before income taxes |                    |         | (6,742           | ) |      |         | 725    |   |   |         | (12,561 | ) |   |         | 11,558 |  
|                                                      
|                                                      
|                                                      
|                                                      
|Provision (benefit) for income taxes                   |                                                              |                    | (1,276  | )                |   |      | 1,534   |        |   |   | (2,339  | )       |   |   | 5,883   |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                       | Net income (loss) from continuing operations                 |                    |         | (5,466           | ) |      |         | (809   | ) |   |         | (10,222 | ) |   |         | 5,675  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Income (loss) from discontinued operations, net of tax |                                                              |                    | (748    | )                |   |      | (171    | )      |   |   | (1,846  | )       |   |   | 133     |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|Net income (loss)                                      |                                                              |                    | (6,214  | )                |   |      | (980    | )      |   |   | (12,068 | )       |   |   | 5,808   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Other comprehensive income:                            |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Foreign currency translation adjustments                     |                    |         | (6,452           | ) |      |         | (17    | ) |   |         | (8,121  | ) |   |         | (17    | )
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                       | Comprehensive income                                         |                    | $       | (12,666          | ) |      | $       | (997   | ) |   | $       | (20,189 | ) |   | $       | 5,791  |  
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|Basic earnings per share:                              |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from continuing operations                 |                    | $       | (0.29            | ) |      | $       | (0.06  | ) |   | $       | (0.55   | ) |   | $       | 0.38   |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from discontinued operations               |                    |         | (0.04            | ) |      |         | (0.01  | ) |   |         | (0.10   | ) |   |         | 0.01   |  
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|Net income (loss)                                      |                                                              | $                  | (0.33   | )                |   | $    | (0.07   | )      |   | $ | (0.65   | )       |   | $ | 0.39    |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|Diluted earnings per share:                            |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from continuing operations                 |                    | $       | (0.29            | ) |      | $       | (0.06  | ) |   | $       | (0.55   | ) |   | $       | 0.36   |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from discontinued operations               |                    |         | (0.04            | ) |      |         | (0.01  | ) |   |         | (0.10   | ) |   |         | 0.01   |  
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       
|Net income (loss)                                      |                                                              | $                  | (0.33   | )                |   | $    | (0.07   | )      |   | $ | (0.65   | )       |   | $ | 0.37    |       
|                                                       |                                                              |                    |         |                  |   |      |         |        |   |   |         |         |   |   |         |       

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)


|                                                                             |                                           |                           |          |         |   |   |         |          |  
|---------------------------------------------------------------------------- | ----------------------------------------- | ------------------------- | -------- | ------- | - | - | ------- | -------- | -
|                                                                             |                                           |                          
|                                                                             |                                           | Six Months Ended June 30,
|                                                                             |                                           |                          
|                                                                             |                                           | 2000                      |          | 1999   
|                                                                             |                                           |                           |          |        
|Cash Flows Provided By Operating Activities                                  |                                           | $                         | 16,749   |         |   | $ | 5,767   |         
|                                                                             |                                           |                           |          |         |   |   |         |         
|Cash Flows From Investing Activities:                                        |                                           |                           |          |         |   |   |         |         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Payments for the acquisition of businesses                                   |                                           |                           | (35,328  | )       |   |   | (99,324 | )       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Additions to fixed assets and software development costs                     |                                           |                           | (14,414  | )       |   |   | (14,606 | )       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other, net                                                                   |                                           |                           | (452     | )       |   |   | 596     |         
|                                                                             |                                           |                           |          |         |   |   |         |         
|                                                                             | Net cash used in investing activities     |                           |          | (50,194 | ) |   |         | (113,334 | )
|                                                                             |                                           |                           |          |         |   |   |         |         
|Cash Flows From Financing Activities:                                        |                                           |                           |          |         |   |   |         |         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Borrowings on revolving line of credit                                       |                                           |                           | 152,400  |         |   |   | 195,700 |         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Repayments on revolving line of credit                                       |                                           |                           | (117,400 | )       |   |   | (60,700 | )       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Repayment of notes payable                                                   |                                           |                           | (39      | )       |   |   | (18,660 | )       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Repayment on capital lease liabilities and other debt                        |                                           |                           | (2,831   | )       |   |   | (1,590  | )       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Proceeds from exercise of employee stock options                             |                                           |                           | 16       |         |   |   | 435     |         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Financing costs                                                              |                                           |                           | (1,020   | )       |   |   |        |         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other, net                                                                   |                                           |                           |         |         |   |   | (640    | )       
|                                                                             |                                           |                           |          |         |   |   |         |         
|                                                                             | Net cash provided by financing activities |                           |          | 31,126  |   |   |         | 114,545  |  
|                                                                             |                                           |                           |          |         |   |   |         |         
|Effect of foreign exchange rate changes on cash and cash
        equivalents |                                           |                           | (1,688   | )       |   |   | (17     | )       
|                                                                             |                                           |                           |          |         |   |   |         |         
|Net decrease (increase) in cash and cash equivalents                         |                                           |                           | (4,007   | )       |   |   | 6,961   |         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Cash and cash equivalents at beginning of period                             |                                           |                           | 9,753    |         |   |   | 1,315   |         
|                                                                             |                                           |                           |          |         |   |   |         |         
|Cash and cash equivalents at end of period                                   |                                           | $                         | 5,746    |         |   | $ | 8,276   |         
|                                                                             |                                           |                           |          |         |   |   |         |         

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

4



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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 six month period ended June 30, 2000 are not
 necessarily indicative of the results to be expected for the
year ending December 31, 2000.

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, 1999 filed with the Securities and Exchange
Commission on March 31, 2000.

Certain reclassifications have been made to the condensed
consolidated financial statements for 1999 to conform to the 2000
 presentation.

Note 2.  Discontinued Operations

In December 1999, Lason announced its intention to
discontinue, by sale or exit from the market, its activities
providing traditional litigation support, software development
and other services. Those services are no longer consistent with
Lasons long-term growth strategy. The businesses to be
discontinued consist of nine litigation copy businesses, an
offset print business, a digital graphics business and the
software development business that was acquired as part of the
acquisition of M-R Group plc (M-R) in 1999. The
results of operations of these businesses have been classified as
 discontinued operations in the accompanying condensed
consolidated financial statements.

Following is summary financial information for the Companys
 discontinued operations (in thousands):

|                                             |                                                                        |                    |       |                  |   |      |       |       |   |   |        |        |   |   |        |       | 
|-------------------------------------------- | ---------------------------------------------------------------------- | ------------------ | ----- | ---------------- | - | ---- | ----- | ----- | - | - | ------ | ------ | - | - | ------ | ----- | 
|                                             |                                                                        |                    |       |                 
|                                             |                                                                        | Three Months Ended |       | Six Months Ended
|                                             |                                                                        | June 30,           |       | June 30,        
|                                             |                                                                        |                    |       |                 
|                                             |                                                                        | 2000               |       | 1999             |   | 2000 |       | 1999 
|                                             |                                                                        |                    |       |                  |   |      |       |      
|Revenues, net                                |                                                                        | $                  | 6,429 |                  |   | $    | 8,785 |       |   | $ | 13,347 |        |   | $ | 16,489 |      
|                                            
|                                            
|                                            
|                                            
|Cost of revenues                             |                                                                        |                    | 4,639 |                  |   |      | 5,745 |       |   |   | 10,198 |        |   |   | 10,323 |      
|                                             |                                                                        |                    |       |                  |   |      |       |       |   |   |        |        |   |   |        |      
|                                             | Gross profit                                                           |                    |       | 1,790            |   |      |       | 3,040 |   |   |        | 3,149  |   |   |        | 6,166 | 
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |                                                                        |                    | 2,058 |                  |   |      | 2,415 |       |   |   | 4,271  |        |   |   | 4,321  |      
|                                            
|                                            
|                                            
|                                            
|Amortization of intangibles                  |                                                                        |                    |      |                  |   |      | 261   |       |   |   |       |        |   |   | 443    |      
|                                             |                                                                        |                    |       |                  |   |      |       |       |   |   |        |        |   |   |        |      
|                                             | Income (loss) from operations                                          |                    |       | (268             | ) |      |       | 364   |   |   |        | (1,122 | ) |   |        | 1,402 | 
|                                            
|                                            
|                                            
|                                            
|Net interest expense                         |                                                                        |                    | 920   |                  |   |      | 610   |       |   |   | 1,814  |        |   |   | 1,210  |      
|                                             |                                                                        |                    |       |                  |   |      |       |       |   |   |        |        |   |   |        |      
|                                             | Income (loss) from discontinued operations before income
        taxes |                    |       | (1,188           | ) |      |       | (246  | ) |   |        | (2,936 | ) |   |        | 192   | 
|                                            
|                                            
|                                            
|                                            
|Provision (benefit) for income taxes         |                                                                        |                    | (440  | )                |   |      | (75   | )     |   |   | (1,090 | )      |   |   | 59     |      
|                                             |                                                                        |                    |       |                  |   |      |       |       |   |   |        |        |   |   |        |      
|                                             | Net income (loss) from discontinued operations                         |                    | $     | (748             | ) |      | $     | (171  | ) |   | $      | (1,846 | ) |   | $      | 133   | 
|                                             |                                                                        |                    |       |                  |   |      |       |       |   |   |        |        |   |   |        |      

Net loss from discontinued operations includes interest costs
totaling $920,000 and $610,000 for the three months ended
June 30, 2000 and 1999, respectively, and $1.8 million
and $1.2 million for the six months ended June 30, 2000
 and 1999, respectively, which was allocated based on the ratio
of net assets to be

5



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The Company has engaged brokers and is actively marketing these
businesses.

Note 3.  Restructuring

In the fourth quarter of 1999, management completed a thorough
review of its operations and approved a restructuring plan to
make the Company more efficient and to lower overall costs. These
 decisions resulted in the Company recording a one time pre-tax
charge to operations of $14.9 million in the fourth quarter
of 1999. The charge consisted of severance, facility closure and
exit costs related primarily to discontinued leases and equipment
 write downs. The restructuring plan calls for the consolidation
of facilities and operations, the closure of facilities, and the
streamlining of the administrative support functions.

A summary of the accrued restructuring accrual for the three
months ended June 30, 2000 follows (in thousands):

|                                           |         |              |        |          |  |               |        |        |   |   |        |        | 
|------------------------------------------ | ------- | ------------ | ------ | -------- |  | ------------- | ------ | ------ | - | - | ------ | ------ | 
|                                           |         | Accrual at   |        | 2000     |  | Accrual at   
|                                           |         | Jan. 1, 2000 |        | Activity |  | June 30, 2000
|                                           |         |              |        |          |  |              
|Severance                                  |         | $            | 1,623  |          |  | $             | (1,020 | )      |   | $ | 603    |       
|                                          
|                                          
|                                          
|                                          
|Facility closure                           |         |              | 11,651 |          |  |               | (924   | )      |   |   | 10,727 |       
|                                          
|                                          
|                                          
|                                          
|Other                                      |         |              | 36     |          |  |               | (6     | )      |   |   | 30     |       
|                                           |         |              |        |          |  |               |        |        |   |   |        |       
|                                           | Accrual |              |        | 13,310   |  |               |        | (1,950 | ) |   |        | 11,360 | 
|                                          
|                                          
|                                          
|                                          
|Equipment write down to estimated recovery |         |              | 1,433  |          |  |               | (1,317 | )      |   |   | 116    |       
|                                           |         |              |        |          |  |               |        |        |   |   |        |       
|                                           | Total   |              | $      | 14,743   |  |               | $      | (3,267 | ) |   | $      | 11,476 | 
|                                           |         |              |        |          |  |               |        |        |   |   |        |       

Note 4.  Acquisitions

From June 1995 through December 31, 1999, the Company,
through certain of its subsidiaries, completed the acquisition of
 either substantially all the assets or all the stock ownership
interest in a substantial number of companies. The Company has
not completed any acquisitions for the six months ended
June 30, 2000.

Certain purchase agreements for acquisitions previously completed
 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
 over the next twenty four months, should such targets be
achieved, is approximately $187.0 million. As of
June 30, 2000, approximately $18.8 million of such
additional purchase price has been earned but not paid and is
included in accrued expenses in the condensed consolidated
balance sheet.

For the six months ended June 30, 2000, the Company has
recorded additional purchase price related to previous
acquisitions totaling approximately $34.7 million primarily
resulting from acquired businesses achieving their targeted
operating income. These amounts have been recorded as an
adjustment to the purchase price of the related acquisitions and
charged to goodwill.

Note 5.  Debt

The Company has a credit agreement with a bank group. Borrowings
under the credit agreement are expected to be used to finance the
 additional purchase price for certain acquisitions, working
capital, capital expenditures and other corporate purposes. Such
borrowings are collateralized by a lien on all property of the
Company, 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 at the time of borrowing.
Borrowings bear interest at rates ranging from a Eurodollar rate
plus a maximum of 2.75% (9.38% as of June 30, 2000) or a
base percentage rate plus a maximum of 1.25% (10.75% at
June 30, 2000) at

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The credit agreement includes 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 dollar 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.

The credit agreement also has a term loan facility of
$150 million. The credit agreement calls for quarterly
principal payments 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 | 
|      |  |   |         | 

The first scheduled principal payment was due May 31, 2000,
however the Company was unable to make the payment on its due
date. Accordingly, with the consent of the Companys
lenders, the first scheduled principal payment was deferred and
paid July 10, 2000. The next scheduled principal payment is
due August 31, 2000.

On March 30, 2000, the Company amended its credit agreement
with its lenders. The amendment increased the revolving credit
facility from $150 million to $175 million, which may
be further increased to $185 million.

As of August 14, 2000, the Company is not in compliance with
 certain covenants in its credit agreement. Under the terms of
the credit agreement the lenders can, in addition to any other
remedies available to them, declare all amounts outstanding under
 the credit agreement to be immediately due and payable and can
commence enforcement and collection actions. Accordingly, the
Company has classified all of the June 30, 2000 outstanding
balance of bank debt as a current liability in the condensed
consolidated balance sheet as of June 30, 2000 .

The lenders have waived the covenant violations and related
defaults through August 15, 2000.

Note 6.  Comprehensive Income

The assets and liabilities of foreign subsidiaries are translated
 into United States dollars using period-end exchange rates,
while the 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 stockholders equity. The net accumulated
foreign currency translation adjustment is $(807,000) at
June 30, 2000.

7



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##### Table of Contents



Note 7.  Earnings Per Share

The following table presents a reconciliation of the denominator
(weighted average common shares outstanding) for the basic and
diluted earnings per share calculations for the three months and
six months ended June 30, 2000 and 1999 (in thousands):

|                                                                                       |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|-------------------------------------------------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                                                                       |  |                    |        |                 
|                                                                                       |  | Three Months Ended |        | Six Months Ended
|                                                                                       |  | June 30,           |        | June 30,        
|                                                                                       |  |                    |        |                 
|                                                                                       |  | 2000               |        | 1999             |  | 2000 |        | 1999
|                                                                                       |  |                    |        |                  |  |      |        |     
|Weighted average shares outstanding  Basic                                            |  |                    | 18,784 |                  |  |      | 14,749 |      |  |  | 18,705 |  |  |  | 14,727 | 
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Effect of Dilutive Securities                                                          |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Contingently issuable shares of common stock                                           |  |                    |       |                  |  |      |       |      |  |  |       |  |  |  | 802    | 
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Potential shares of common stock from debentures and stock
        options outstanding |  |                    |       |                  |  |      |       |      |  |  |       |  |  |  | 377    | 
|                                                                                       |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|Weighted average shares outstanding  Diluted                                          |  |                    | 18,784 |                  |  |      | 14,749 |      |  |  | 18,705 |  |  |  | 15,906 | 
|                                                                                       |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 

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. During the three and six months
ended June 30, 2000, and the three months ended
June 30, 1999, the effects of contingently issuable shares
of common stock and potential shares of common stock from
debentures and stock options outstanding are not included in the
denominator for diluted earnings per share, as such effects would
 be antidilutive.

Note 8.  Segment and Related Information

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. Additionally, a group of business units
in the United States providing certain data management services
are managed as a separate segment with a separate management
team, regardless of geographic location.

The Company evaluates the performance of its operating segments
based on income before income taxes and net corporate interest
expense. Intersegment sales and transfers are not significant.

The following table presents summarized financial information for
 the Companys reportable segments for the three and six
months ended June 30, 2000 and 1999 (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. The international and data management segments were
previously included in other but are now shown
separately as certain quantitative thresholds have now been met.
The international segment includes the United Kingdom, Canada and
 Mexico. The prior period has been

8



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##### Table of Contents





|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |         |         |  
|----------------------------------------- | --------------------------------------------------------------- | ------------------ | - | --------------------- | ------- | ---- | - | ------- | ------- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                          |                                                                 |                    |   |                      
|                                          |                                                                 | Three Months Ended |   | Six Months Ended June
|                                          |                                                                 | June 30,           |   | 30,                  
|                                          |                                                                 |                    |   |                      
|                                          |                                                                 | 2000               |   | 1999                  |         | 2000 |   | 1999   
|                                          |                                                                 |                    |   |                       |         |      |   |        
|Revenue                                   |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 5,715                 |         |      | $ | 3,182   |         |   | $ | 10,119  |         |   | $ | 3,858   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 32,388                |         |      |   | 28,318  |         |   |   | 62,368  |         |   |   | 51,328  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | 19,088                |         |      |   | 17,543  |         |   |   | 38,185  |         |   |   | 35,774  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 20,146                |         |      |   | 13,594  |         |   |   | 38,660  |         |   |   | 25,766  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 12,348                |         |      |   | 13,832  |         |   |   | 23,591  |         |   |   | 27,466  |        
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 22,424                |         |      |   | 17,242  |         |   |   | 45,096  |         |   |   | 31,776  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Data Management                                                 |                    |   | 17,191                |         |      |   | 13,740  |         |   |   | 35,385  |         |   |   | 25,405  |        
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 21,246                |         |      |   | 6,810   |         |   |   | 43,552  |         |   |   | 11,594  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (6,308                | )       |      |   | (3,653  | )       |   |   | (12,275 | )       |   |   | (3,901  | )      
|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|                                          |                                                                 | Total              |   | $                     | 144,238 |      |   | $       | 110,608 |   |   | $       | 284,681 |   |   | $       | 209,066 |  
|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|Segment profit (loss):                    |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 716                   |         |      | $ | 520     |         |   | $ | 946     |         |   | $ | 632     |        
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 2,048                 |         |      |   | 2,508   |         |   |   | 2,772   |         |   |   | 3,910   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | (132                  | )       |      |   | 1,650   |         |   |   | (467    | )       |   |   | 4,482   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 1,800                 |         |      |   | 2,479   |         |   |   | 1,994   |         |   |   | 4,287   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 990                   |         |      |   | 2,208   |         |   |   | 1,131   |         |   |   | 5,310   |        
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 2,531                 |         |      |   | 3,994   |         |   |   | 5,123   |         |   |   | 6,317   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Data Management                                                 |                    |   | 939                   |         |      |   | 1,859   |         |   |   | 1,442   |         |   |   | 3,742   |        
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 1,659                 |         |      |   | 763     |         |   |   | 3,309   |         |   |   | 1,638   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (17,293               | )       |      |   | (15,256 | )       |   |   | (28,811 | )       |   |   | (18,760 | )      
|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|                                          |                                                                 | Total              |   | $                     | (6,742  | )    |   | $       | 725     |   |   | $       | (12,561 | ) |   | $       | 11,558  |  
|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|Details of other segment profit (loss): |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Net corporate interest expense                                  |                    | $ | (6,474                | )       |      | $ | (1,927  | )       |   | $ | (11,812 | )       |   | $ | (3,091  | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Corporate expenses not allocated to operating segments          |                    |   | (10,490               | )       |      |   | (13,060 | )       |   |   | (16,065 | )       |   |   | (15,122 | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Amortization of intangibles not allocated to operating segments |                    |   | (170                  | )       |      |   | (140    | )       |   |   | (769    | )       |   |   | (404    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Compensatory stock option expense                               |                    |   | (159                  | )       |      |   | (129    | )       |   |   | (165    | )       |   |   | (143    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   |                      |         |      |   |        |         |   |   |        |         |   |   |        |        
|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        
|                                          |                                                                 | Total              |   | $                     | (17,293 | )    |   | $       | (15,256 | ) |   | $       | (28,811 | ) |   | $       | (18,760 | )
|                                          |                                                                 |                    |   |                       |         |      |   |         |         |   |   |         |         |   |   |        



Note 9. Commitments and Contingencies

On December 21, 1999 and various dates thereafter, several individuals filed
complaints against the Company and certain officers in various United States District Courts.
The complaints purport to be brought as class actions on behalf of purchasers of shares of the
Company's common stock during periods ranging from August 14, 1998, through December 17, 1999.
These actions were consolidated in the United States District Court for the Eastern District of
Michigan into a single action (the "consolidated action").

On June 30, 2000, the plaintiffs filed an amended complaint in the consolidated
action.  The amended complaint purports to be brought as a class action on behalf of purchasers
of the Company's common stock between February 17, 1998 and December 17, 1999, inclusive.  The
amended complaint alleges violations of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder and violations of the Securities Act of 1933.  Plaintiffs allege that the
Company and certain of its officers made public statements containing material omissions and
misrepresentations that allegedly created a misleading impression concerning the Company's
revenues and earnings, the adequacy of due diligence relating to certain acquired companies and the
effectiveness of efforts to integrate certain acquired companies.  Plaintiffs also allege that the
Companys financial statements reflected improper accounting methods.  In their amended complaint,
plaintiffs also have sued various underwriters involved in an August, 1998 offering of shares.  The
amended complaint seeks unspecified damages allegedly incurred as a result of the decline in the market
price of shares of the Companys common stock after their purchase by the plaintiffs.

The consolidated action is in a preliminary stage.  However, the Company believes, based on the advice
of outside legal counsel, that it and the named officers have substantial defenses to the plaintiffs
claims, and the Company intends to vigorously defend these claims.  The Companys officers that are
named in this litigation are covered by liability insurance policies paid for by the Company.  While the
final resolution of this litigation cannot be presently determined, management does not believe it will
have a material adverse effect on the Companys business, or the future consolidated financial
statements, although such adverse effects could be possible.

Various other claims have been made against the Company in the normal course of business.  Management
believes that none of those proceedings will have a material adverse effect on the Companys business,
financial condition or results of operations.



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

Overview

Lason is a leading provider of information management services.
The Companys strategy is to process information in the
following ways: (1) to provide integrated solutions that
capture information across a variety of formats; (2) to
manage information through database development; (3) to
manage information through electronic storage and retrieval
services; and (4) to disseminate information through
hardcopy output, print on demand and electronic formats.

Lasons capability to capture, manage and output information
 includes both traditional and digital services that support
customer migration to new technologies including internal-based
applications.

9



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##### Table of Contents



Acquisitions

From 1995 through December 31, 1999, the Company
acquired a significant number of businesses. The information
management industry is highly fragmented, consisting of a large
number of small companies providing limited service offerings. An
 important element of the Companys growth strategy has been
 to selectively make acquisitions of companies with complementary
 technologies or customer bases to consolidate its position as a
provider of comprehensive information management services across
a broad geographic area. However, as part of the Companys
restructuring, management has now shifted its focus away from
acquisitions and has accelerated the integration of its
businesses to enhance the Companys future profitability.
Accordingly, business acquisitions are not expected to be a
significant part of the Companys growth and operating
strategy going forward. The Company did not complete any
acquisitions during the six months ended June 30, 2000.

Results of Operations  Three Months Ended
June 30, 2000 Compared with Three Months Ended
June 30, 1999.

Consolidated net revenues increased 30% to $144.2 million
for the three months ended June 30, 2000 from
$110.6 million in the comparable 1999 period, excluding the
results of discontinued operations. All of the increase was due
to revenue contributed by Companies acquired after June 30,
1999. Revenue from M-R, which was acquired June 30, 1999,
accounted for 17% of the total increase in net revenue for the
three months ended June 30, 2000 as compared to the
comparable 1999 period.

Gross profit increased to $43.7 million for the second
quarter of 2000 from $39.7 million for the comparable 1999
period, however, gross profit as a percentage of net revenues
declined to 30% for the three months ended June 30, 2000
from 36% for the comparable period of 1999. The lower gross
profit as a percentage of revenue is largely the result of
changes in the Companys product mix and costs associated
with restructuring activities.

Selling, general and administrative expenses increased
$12.0 million to $38.1 million for the three months
ended June 30, 2000 from $26.1 million for the
comparable 1999 period. Selling, general and administrative
expenses were approximately 26% of net revenues for the current
year quarter, versus 24% in the comparable period of 1999.
Approximately $7.2 million of the increase is due to selling,
general and administrative expenses of companies acquired after
June 30, 1999. The remaining increase is primarily due to
enhancing the corporate infrastructure, restructuring related
costs, and other corporate administration expenses associated with
managing a larger consolidated organization.

Amortization of intangibles increased to $5.7 million for
the three months ended June 30, 2000 from $3.0 million
for the second quarter of 1999 primarily due to an increase in
goodwill related to business acquisitions that were completed
subsequent to June 30, 1999.

On June 30, 1999, the Company completed its merger with M-R,
 a leading document and data management company headquartered in
the United Kingdom. In connection with the M-R merger, the
Company recorded a $7.8 million pre-tax restructuring charge
 during the second quarter of 1999 for costs associated with
discontinued leases, the consolidation of facilities, severance
and other related expenses for Lason facilities which were to be
closed or consolidated with M-R facilities. As of June 30,
2000, all of the restructuring accrual related to the M-R merger
had been utilized.

In the fourth quarter of 1999, management completed a thorough
review of its operations and approved a restructuring plan to
make the Company more efficient and to lower overall costs. These
 decisions resulted in the Company recording a one time pre-tax
charge to operations of $14.9 million in the fourth quarter
of 1999. The charge consisted of severance costs
($1.7 million), facility closures and exit costs related
primarily to discontinued leases ($11.6 million) and
equipment write-downs ($1.6 million). The restructuring plan
 calls for the consolidation of facilities and operations, the
closure of facilities, and streamlining of the administrative
support functions. As of June 30, 2000, approximately
$11.5 million of this restructuring accrual remains to be
used consisting of severance costs ($603,000), facility closures
and exit costs ($10.7 million) and equipment write-downs
($116,000).

10



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##### Table of Contents



In December 1999, Lason announced its intention to
discontinue, by sale or exit from the market, its activities
providing traditional litigation support, software development
and other services. Those services are no longer consistent with
Lasons long-term growth strategy. The businesses to be
discontinued consist of nine litigation copy businesses, an
offset print business, a digital graphics business and the
software development business that was acquired as part of the
M-R acquisition. The results of operations of these businesses
have been classified as discontinued operations in the
Companys condensed consolidated financial statements.
Combined, these businesses had net revenue of approximately
$6.4 million for the three months ended June 30, 2000
compared to approximately $8.8 million in 1999. The
discontinued operations reported a net loss of approximately
$748,000 for the three months ended June 30, 2000 compared
to $171,000 for the comparable period of 1999. The net assets of
the discontinued businesses primarily consist of accounts
receivable and goodwill, and have been segregated as net assets
of discontinued operations, net of allowance for estimated loss
on disposal, in the Companys condensed consolidated balance
 sheets. The Company has engaged brokers and is actively
marketing these businesses.

Four non-binding letters of intent have been signed for the sale
of certain non-core businesses. The terms of the potential sales
are currently being negotiated. However, there can be no assurance
that any of the sales will ultimately be completed.

Net interest expense was $6.6 million for the 2000 second
quarter compared to $2.1 million in 1999. The increase is
primarily due to higher average line of credit balances resulting
 from borrowings used to fund business acquisitions during 1999
and the effects of higher average borrowing rates in 2000
compared to 1999.

The majority of the Companys goodwill amortization expense
is not deductible for federal income tax purposes. As a result,
the Company has recorded an income tax benefit of $1.3 million on
 a pre-tax loss of $6.7 million from continuing operations
for the three months ended June 30, 2000.

Results of Operations  Six Months Ended June 30,
2000 compared with Six Months Ended June 30, 1999

Consolidated net revenues increased $75.6 million to
$284.7 million for the six months ended June 30, 2000
from $209.1 million in the comparable 1999 period.
Approximately $2.6 million was due to growth in the
Companys existing business. The remaining increase was due
to revenue contributed by companies acquired after June 30,
1999. Revenue from M-R accounted for approximately 19% of the
total year-over-year increase.

Gross profit increased to $83.1 million for the six months
ended June 30, 2000 from $74.5 for the same period of 1999,
however, gross profit as a percentage of net revenues declined to
 29% in 2000 from 36% in 1999. The lower gross profit as a
percentage of net revenue is largely the result of changes in the
 Companys product mix and costs associated with
restructuring activities.

Selling, general and administrative expenses increased to
$72.4 million for the six months ended June 30, 2000
from $46.0 million for the comparable 1999 period. Selling,
general and administrative expenses were approximately 25% of net
 revenues for the 2000 first half compared to 22% in 1999.
Approximately $14.6 million of the increase is due to selling,
general and administrative expenses of companies acquired after
June 30, 1999. The remaining increase is primarily due to
costs associated with restructuring activities, enhancing the
corporate infrastructure, and other corporate administration
expenses associated with managing a larger consolidated
organization.

Amortization of intangibles increased to $11.1 million for
the six months ended June 30, 2000 from $5.4 million in
 1999 primarily due to an increase in goodwill related to
business acquisitions that were completed subsequent to
June 30, 1999.

Net interest expense was $12.1 million for the six months
ended June 30, 2000 compared to $3.6 million for the
comparable 1999 period. The increase is primarily due to higher
average borrowing balances, which

11



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##### Table of Contents





The majority of the Companys goodwill amortization expense
is not deductible for federal income tax purposes. As a result,
the Company has recorded an income tax benefit of
$2.3 million on a pre-tax loss of $12.6 million from
continuing operations for the six months ended June 30,
2000.

Discontinued operations reported aggregate revenues of
$13.3 million for the six months ended June 30, 2000,
down from $16.5 million reported for the comparable 1999
period. The decrease in revenues in 2000 is primarily due to
lower revenues from the discontinued offset print business.
Discontinued operations reported a loss from operations of
$1.1 million for the 2000 first half compared to operating
income of $1.4 million in 1999. The significant decrease in
operating income is primarily due to losses at the Companys
 discontinued offset print business and losses at its
discontinued software development company.

Liquidity and Capital Resources

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

Cash provided by operating activities was $16.7 million for
the six months ended June 30, 2000 compared to
$5.8 million for the comparable 1999 period. The increase in
 2000 versus 1999 is primarily due to faster accounts receivable
turnover and higher accounts payable balances, partially offset
by lower net income before non-cash expenses.

Cash used in investing activities totaled $50.2 million for
the six months ended June 30, 2000 compared to
$113.3 million in 1999. For the six months ended
June 30, 2000, approximately $35.3 million was used to
fund the additional purchase price resulting from acquired
businesses achieving their targeted operating income during the
relevant measurement period. In 1999, cash used in investing
activities was largely used to fund the acquisition of
businesses. Cash used for acquisitions totaled $99.3 million
 for the six months ended June 30, 1999. Cash used for
investments in capital assets totaled $14.4 million in the
first half of 2000 compared to $14.6 million in the
comparable period of 1999.

Cash provided by financing activities was $31.1 million for
the six months ended June 30, 2000 compared to
$114.5 million for the 1999 comparable period and largely
consisted of borrowings on the Companys revolving line of
credit.

Credit Agreement Borrowings

The Company has a credit agreement with a bank group. Borrowings
under the credit agreement are expected to be used to finance the
 additional purchase price for certain acquisitions, working
capital, capital expenditures and other corporate purposes. Such
borrowings are collateralized by a lien on all property of the
Company, guarantee 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 at the time of borrowing. Borrowings bear
interest at rates ranging from a Eurodollar rate plus a maximum
of 2.75% (9.38% as of August 10, 2000) or a base percentage rate
plus a maximum of 1.25% (10.75% at August 10, 2000) 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 credit agreement includes 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 dollar 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. As of August 10,
 2000, $317.6 million was borrowed under the credit agreement.

12



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##### Table of Contents



On March 30, 2000, the Company amended its credit agreement
with its lenders. The amendment increased the revolving credit
facility from $150 million to $175 million, which may
be further increased to $185 million.

As of August 14, 2000, the Company is not in compliance with
 certain covenants in its credit agreement. Under the terms of
the credit agreement the lenders can, in addition to any other
remedies that may be available to them, declare all amounts
outstanding under the credit agreement to be immediately due and
payable and can commence enforcement and collection actions.
Enforcement and collection actions by the lenders could have a
material adverse effect on the Company.

The lenders have waived the covenant violations and related
defaults through August 15, 2000. The Company is currently
negotiating with the lenders to modify the credit agreement to
reflect current operating conditions and the Companys
current business plan but, there can be no assurance that the
Company will complete these negotiations successfully. Failure to
 amend the credit agreement could have a material adverse effect
on the Company.

Future Capital Needs

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 agreement, will be sufficient to meet debt
 services requirements 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.

In addition to its operational needs, the Company has cash
requirements related to additional purchase price payments (the
Payments) to be made, contingent upon certain targets
 being achieved, in connection with prior acquisitions. The
maximum amount of the Payments, if any, that could be paid over a
 period of twenty-four months from June 30, 2000 totals
approximately $187.0 million. It is anticipated that the actual
amount of the Payments will be less than the maximum amount. As
of June 30, 2000, approximately $18.8 million of such
additional purchase price has been earned but not paid and is
included in accrued expenses in the condensed consolidated
balance sheet. The ability of the Company to make the Payments is
 dependent on the availability of financing, and there can be no
assurance that any future financing will be available or that the
 terms of any future financing will be favorable to the Company.
See Note 5 of Notes to Condensed Consolidated Financial
Statements.

In August 2000, the Company hired Donald MacKenzie of
Conway MacKenzie & Dunleavy ("CM&D") to assume the role of Chief
Restructuring Officer.  In this role, Mr. MacKenzie and CM&D will be
working with the Company's Board of Directors and Senior Management
to secure adequate short-term and long-term financing and will assist
with a variety of other restructuring initiatives.  In addition, Mr.
MacKenzie will be negotiating the resolution as of the additional
purchase payments that have been earned but not yet paid.

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.

Item 3.  Quantitative and Qualitative Disclosures
about Market Risk

Lason has exposure to interest rate risk on its obligations
outstanding under the existing credit agreement, which bears
interest at a variable rate. Based on the Companys
outstanding balance under the credit agreement on June 30,
2000 of $319.0 million, 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
appropriately $3.2 million on an annualized basis.

Due to Lasons operations outside of the United States, the
Company experiences foreign currency exchange gains and losses.
Fluctuations between the United States dollar and other
currencies may adversely affect Lasons results of
operations. While the Company may engage in foreign currency
hedging transactions in the future which may moderate the overall
 effect of such currency rate fluctuations, the Company will be

13



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Forward-Looking Statements

Lason may from time to time provide information including certain
 statements included in or incorporated by reference in this
Form 10-Q which constitute 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 forward-looking statements include 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) variations in quarterly results; (ii) the
assimilation of acquisitions; (iii) the management of the
Companys growth and expansion; (iv) dependence on
major customers, dependence on key personnel;
(v) development by competitors of new or superior products
or services, or entry into the market of new competitors; (vi)
fluctuations in paper prices; (vii) reliability of the
Companys data; (viii) volatility of the Companys
 stock price; (ix) managements ability to successfully
 complete its restructuring initiatives; (x) any financial
and legal impact of the class action litigation;
(xi) changes in the business services outsourcing industry;
(xii) significance of intangible assets; (xii) changes
related to compensatory stock options; and (xiv) other risks
 identified from time to time in the Companys reports and
registration statements filed with the Securities and Exchange
Commission.

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PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

On December 21, 1999 and various dates thereafter, several
individuals filed complaints against the Company and certain officers
in various United States District Courts.  The complaints purport to
be brought as class actions on behalf of purchasers of shares of the
Company's common stock during periods ranging from August 14, 1998,
through December 17, 1999.  These actions were consolidated in the
United States District Court for the Eastern District of Michigan
into a single action (the "consolidated action").

On June 30, 2000, the plaintiffs filed an amended complaint in the
consolidated action.  The amended complaint purports to be brought as
a class action on behalf of purchasers of the Company's common stock
between February 17, 1998 and December 17, 1999, inclusive.  The
amended complaint alleges violations of the Securities Exchange Act
of 1934 and Rule 10b-5 promulgated thereunder and violations of the
Securities Act of 1933.  Plaintiffs allege that the Company and
certain of its officers made public statements containing material
omissions and misrepresentations that allegedly created a misleading
impression concerning the Company's revenues and earnings, the
adequacy of due diligence relating to certain acquired companies and
the effectiveness of efforts to integrate certain acquired
companies.  Plaintiffs also allege that the Company's financial
statements reflected improper accounting methods.  In their amended
complaint, plaintiffs also have sued various underwriters involved in
an August, 1998 offering of shares.  The amended complaint seeks
unspecified damages allegedly incurred as a result of the decline in
the market price of shares of the Company's common stock after their
purchase by the plaintiffs.

The consolidated action is in a preliminary stage.  However, the
Company believes, based on the advice of outside legal counsel, that
it and the named officers have substantial defenses to the
plaintiffs' claims, and the Company intends to vigorously defend
these claims.  The Company's officers that are named in this
litigation are covered by liability insurance policies paid for by
the Company.  While the final resolution of this litigation cannot be
presently determined, management does not believe it will have a
material adverse effect on the Company's business, or the future
consolidated financial statements, although such adverse effects
could be possible.

Various other claims have been made against the Company in the normal
course of business.  Management believes that none of those
proceedings will have a material adverse effect on the Company's
business, financial condition or results of operations.

Item 2.  Changes in Securities and Use of Proceeds

During the second quarter of 2000, the Company issued 132,944
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 a price of
$9.21 per share, for a total value of $1,223,914. The issuance of
 shares of the common stock were exempt from registration under
the Securities Act of 1933 by virtue of Section 4(2) thereof
 as transactions not involving a public offering.

Item 3.  Defaults upon Senior Securities

At June 30, 2000, there was $319 million outstanding
under the Companys credit agreement with its lenders. At
that time, the Company was not, and the Company currently is not,
 in compliance with certain financial covenants contained in the
credit agreement. The lenders have the right under the credit
agreement to, in addition to any other remedies that may be
available to them, declare all amounts outstanding immediately
due and payable, but they have not done so. The Company is
currently negotiating with the lenders to modify the credit
agreement to reflect current operating conditions and the
Companys current business plan. There can be no assurance,
however, that the Company will complete these negotiations
successfully. Failure to amend the credit agreement could have a
material adverse effect on the Company. See Note 5 of Notes to
Condensed Consolidated Financial Statements.

Item 5.  Other Information

On August 2, 2000, the Company hired Donald MacKenzie of
Conway MacKenzie & Dunleavy (CM&D) to assume
the role of Chief Restructuring Officer. In this role,
Mr. MacKenzie and CM&D will be working with the
Companys Board of Directors and Senior Management to secure
 adequate short-term and long-term financing and will assist with
 a variety of other restructuring initiatives.

15



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##### Table of Contents



Effective July 26, 2000, Gary L. Monroe resigned his
position as Chairman of the Board and Chief Executive Officer of
the Company but remains a Director of the Company. Robert A. Yanover, a founder of the Company and
 a former Chairman of the Board , has been elected Chairman of
the Board and John R. Messinger, who joined the Company in
July 1997 and has served as President and Chief Operating
Officer since January 1999, has been appointed Acting Chief
Executive Officer. Mr. Messinger will continue as President
and Chief Operating Officer.

Fariborz Ghadar
resigned his position as a Director on the Lason, Inc. Board,
effective August 3, 2000.  Mr. Ghadar served as Director since
January 15, 1997.

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. (1)                                                                                                               
|2.10  |  | Asset Purchase Agreement dated November 25, 1997 between
        Lason and VIP Imaging, Inc.(2)                                                                                                                                        
|2.11  |  | Stock Purchase Agreement dated February 12, 1998 with
        respect to the acquisition of Racom Corporation and its
        affiliates by Lason. (3)                                                                                 
|2.12  |  | Asset Purchase Agreement dated March 5, 1998 between Lason
        and API Systems, Inc.(4)                                                                                                                                            
|2.13  |  | Agreement for the Purchase and Sale of Stock dated July 24,
        1998 between Lason and Consolidated Reprographics.(5)                                                                                                              
|2.15  |  | Transaction Agreement between Lason and M-R Group plc dated
        March 25, 1999.(6)                                                                                                                                                 
|2.16  |  | Amendment Agreement between Lason and M-R Group plc dated
        April 30, 1999.(6)                                                                                                                                                   
|2.17  |  | Amendment Agreement between Lason and M-R Group plc dated
        May 13, 1999.(6)                                                                                                                                                     
|3.1   |  | Form of Amended and Restated Certificate of Incorporation of the
        Company.(7)                                                                                                                                                   
|3.2   |  | Form of Revised Amended and Restated Bylaws.(8)                                                                                                                                                                                        
|4.1   |  | Form of Certificate representing Common Stock of the Company. (7)                                                                                                                                                                      
|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. (9)
|4.4   |  | Second Amendment to Third Amended and Restated Credit
        Agreement.(10)                                                                                                                                                           
|10.5  |  | Registration Agreement dated January 17,1995 by and among
        the Company and the 1995 Stockholders. (7)                                                                                                                           
|10.9  |  | Offer of employment dated April 30, 1996 from Lason Systems,
         Inc. to Mr. Rauwerdink.(7)                                                                                                                                       
|10.10 |  | Offer of employment dated June 12, 1996 from Lason Systems,
        Inc. to Mr. Jablonski.(7)                                                                                                                                          
|10.11 |  | 1995 Stock Option Plan of the Company. (7)                                                                                                                                                                                             
|10.17 |  | 1996 Lason Management Bonus Plan.(7)                                                                                                                                                                                                   
|10.18 |  | Lason Systems, Inc. 401 (k) Profit Sharing Plan &
        Trust.(7)                                                                                                                                                                    
|10.19 |  | Amendments to Lason Systems, Inc. 401 (k) Profit Sharing
        Plan & Trust.(7)                                                                                                                                                      
|10.20 |  | Lease Agreement dated as of September 3, 1985 by and between
         Lason Systems, Inc. and Mart Associates, as amended. (7)                                                                                                         
|10.24 |  | Employment Agreement of Gary L. Monroe dated June 1,
        1999.(9)                                                                                                                                                                  
|10.25 |  | Amended and Restated Secured Promissory Note, dated as of
        June 5, 1999  Gary L. Monroe.(9)                                                                                                                                    
|10.26 |  | Amended and Restated Pledge and Security Agreement dated
        June 5, 1999  Gary L. Monroe.(9)                                                                                                                                     
|10.27 |  | Amended and Restated Secured Promissory Note, dated as of
        June 5, 1999  William J. Rauwerdink.(9)                                                                                                                             
|10.28 |  | Amended and Restated Pledge and Security Agreement dated
        June 5, 1999  William J. Rauwerdink.(9)                                                                                                                              

16



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##### Table of Contents



|      |  |                                                                                                       
|----- |  | ------------------------------------------------------------------------------------------------------
|10.29 |  | Amended and Restated Secured Promissory Note, dated as of
        June 5, 1999  John R. Messinger.(9)
|10.30 |  | Amended and Restated Pledge and Security Agreement dated
        June 5, 1999  John R. Messinger.(9) 
|10.42 |  | 1998 Equity Participation Plan of Lason, Inc.(11)                                                     
|10.43 |  | Employment Agreement of John R. Messinger dated April 27,
        1999.(6)                            
|27    |  | Financial Data Schedule                                                                              
|27.1  |  | Financial Data Schedule  1999 Restated                                                               




|    |                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------
|   | Filed herewith.                                                                                                                    
|   
|(1) | Incorporated herein by reference to Registrants
        Form 8-K filed on August 4, 1997, Commission File
        No. 0-21407.    
|   
|(2) | Incorporated herein by reference to Registrants
        Form 8-K filed on December  10, 1997, Commission File
        No. 0-21407.
|   
|(3) | Incorporated herein by reference to Registrants
        Form 8-K filed on March 17, 1998, Commission File
        No. 0-21407.    
|   
|(4) | Incorporated herein by reference to Registrants
        Form 8-K filed on March 20, 1998, Commission File
        No. 0-21407.    
|   
|(5) | Incorporated herein by reference to Registrants
        Form S-1 filed on July 30, 1998, Commission File
        No. 333-60143.   
|   
|(6) | Incorporated herein by reference to Registrants
        Form 10-Q filed on May 17, 1999, Commission File
        No. 0-21407.     
|   
|(7) | Incorporated herein by reference to Registrants
        Form S-1 filed on October 7, 1996, Commission File
        No. 333-09799. 
|   
|(8) | Incorporated herein by reference to Registrants
        Form 10-Q filed on May 15, 1998, Commission File
        No. 0-21407.     
|   
|(9) | Incorporated herein by reference to Registrants
        Form 10-Q filed on August 16, 1999, Commission File
        No. 0-21407.  



|     |                                                                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated herein by reference to Registrants
        Form 10-K filed on March 30, 2000, Commission File
        No. 0-21407.                          
|    
|(11) | Incorporated herein by reference to registrants 1998 proxy
        statement, Appendix  A, filed on April 28, 1998,
        Commission File No.  0-21407.

B. Reports on Form 8-K

The Company filed a Form 8-K, dated April 4, 2000, disclosing in Item 5 that Michael T. Willis
resigned as a director of the Company effective April 4, 2000.

The Company filed a Form 8-K, dated May 26, 2000, disclosing in Item 5 that (i) Joseph P. Nolan
resigned as a director of the Company effective May 26, 2000, (ii) William C. Brooks was appointed
as a director to fill the vacancy created by Mr. Nolans resignation, (iii) Gary L. Monroe was
re-elected a director of the Company, and (iv) the Company had obtained an extension until July 10, 2000
of the waiver of certain covenant defaults in its credit agreement.

The Company filed a Form 8-K, dated July 10, 2000, disclosing in Item 5 that it had obtained an
extension until August 15, 2000 of the waiver of certain covenant defaults in its credit agreement.

The Company filed a Form 8-K, dated July 26, 2000, disclosing in Item 5 that (i) Gary L. Monroe resigned
his position as Chairman of the Board and Chief Executive Officer of the Company (ii) Robert A. Yanover was
elected Chairman of the Board (iii) John R. Messinger was appointed Acting Chief Executive Officer, and
(iv) Mr. Messinger would continue as President and Chief Operating Officer.

17



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SIGNATURES


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



| |                                              
| | ---------------------------------------------
| | /s/ LASON, Inc.                              
| | (Registrant)                                 
|
| | /s/ JOHN R. MESSINGER                        
| | Acting Chief Executive Officer; President and
| | Chief Operating Officer                      
|
| | /s/ ROBERT T. BASSMAN                        
| | Vice President and                           
| | Corporate Controller                         

August 15, 2000 
 (Date)

18



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##### Table of Contents



EXHIBIT INDEX

|            |       |             |  |                                                                                                                                                                                                                   
|----------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 2.9   |             |  | Agreement of Purchase and Sale of Stock dated July 17, 1997
	between Lason and Image Conversion Systems, Inc. (1)                                                                                                 
|            | 2.10  |             |  | Asset Purchase Agreement dated November 25, 1997 between
	Lason and VIP Imaging, Inc.(2)                                                                                                                          
|            | 2.11  |             |  | Stock Purchase Agreement dated February 12, 1998 with
	respect to the acquisition of Racom Corporation and its
	affiliates by Lason. (3)                                                                          
|            | 2.12  |             |  | Asset Purchase Agreement dated March 5, 1998 between Lason
	and API Systems, Inc.(4)                                                                                                                              
|            | 2.13  |             |  | Agreement for the Purchase and Sale of Stock dated July 24,
	1998 between Lason and Consolidated Reprographics.(5)                                                                                                
|            | 2.15  |             |  | Transaction Agreement between Lason and M-R Group plc dated
	March 25, 1999.(6)                                                                                                                                   
|            | 2.16  |             |  | Amendment Agreement between Lason and M-R Group plc dated
	April 30, 1999.(6)                                                                                                                                     
|            | 2.17  |             |  | Amendment Agreement between Lason and M-R Group plc dated
	May 13, 1999.(6)                                                                                                                                       
|            | 3.1   |             |  | Form of Amended and Restated Certificate of Incorporation of the
	Company.(7)                                                                                                                                     
|            | 3.2   |             |  | Form of Revised Amended and Restated Bylaws.(8)                                                                                                                                                                   
|            | 4.1   |             |  | Form of Certificate representing Common Stock of the Company. (7)                                                                                                                                                 
|            | 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. (9)
|            | 4.4   |             |  | Second Amendment to Third Amended and Restated Credit
	Agreement.(10)                                                                                                                                             
|            | 10.5  |             |  | Registration Agreement dated January 17,1995 by and among
	the Company and the 1995 Stockholders. (7)                                                                                                             
|            | 10.9  |             |  | Offer of employment dated April 30, 1996 from Lason Systems,
	 Inc. to Mr. Rauwerdink.(7)                                                                                                                         
|            | 10.10 |             |  | Offer of employment dated June 12, 1996 from Lason Systems,
	Inc. to Mr. Jablonski.(7)                                                                                                                            
|            | 10.11 |             |  | 1995 Stock Option Plan of the Company. (7)                                                                                                                                                                        
|            | 10.17 |             |  | 1996 Lason Management Bonus Plan.(7)                                                                                                                                                                              
|            | 10.18 |             |  | Lason Systems, Inc. 401 (k) Profit Sharing Plan &
	Trust.(7)                                                                                                                                                      
|            | 10.19 |             |  | Amendments to Lason Systems, Inc. 401 (k) Profit Sharing
	Plan & Trust.(7)                                                                                                                                        
|            | 10.20 |             |  | Lease Agreement dated as of September 3, 1985 by and between
	 Lason Systems, Inc. and Mart Associates, as amended. (7)                                                                                           
|            | 10.24 |             |  | Employment Agreement of Gary L. Monroe dated June 1,
	1999.(9)                                                                                                                                                    
|            | 10.25 |             |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  Gary L. Monroe.(9)                                                                                                                      
|            | 10.26 |             |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  Gary L. Monroe.(9)                                                                                                                       
|            | 10.27 |             |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  William J. Rauwerdink.(9)                                                                                                               
|            | 10.28 |             |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  William J. Rauwerdink.(9)                                                                                                                
|            | 10.29 |             |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  John R. Messinger.(9)                                                                                                                   
|            | 10.30 |             |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  John R. Messinger.(9)                                                                                                                    



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##### Table of Contents



|            |       |             |  |                                                                    
|----------- | ----- | ----------- |  | -------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 10.42 |             |  | 1998 Equity Participation Plan of Lason, Inc.(11)                  
|            | 10.43 |             |  | Employment Agreement of John R. Messinger dated April 27,
	1999.(6)
|            | 27    |             |  | Financial Data Schedule                                           
|            | 27.1  |             |  | Financial Data Schedule  1999 Restated                            




|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|   | Filed herewith.                                                                                                      
|   
|(1) | Incorporated herein by reference to Registrants
	Form 8-K filed on August 4, 1997, Commission File
	No. 0-21407.    
|   
|(2) | Incorporated herein by reference to Registrants
	Form 8-K filed on December  10, 1997, Commission File
	No. 0-21407.
|   
|(3) | Incorporated herein by reference to Registrants
	Form 8-K filed on March 17, 1998, Commission File
	No. 0-21407.    
|   
|(4) | Incorporated herein by reference to Registrants
	Form 8-K filed on March 20, 1998, Commission File
	No. 0-21407.    
|   
|(5) | Incorporated herein by reference to Registrants
	Form S-1 filed on July 30, 1998, Commission File
	No. 333-60143.   
|   
|(6) | Incorporated herein by reference to Registrants
	Form 10-Q filed on May 17, 1999, Commission File
	No. 0-21407.     
|   
|(7) | Incorporated herein by reference to Registrants
	Form S-1 filed on October 7, 1996, Commission File
	No. 333-09799. 
|   
|(8) | Incorporated herein by reference to Registrants
	Form 10-Q filed on May 15, 1998, Commission File
	No. 0-21407.     
|   
|(9) | Incorporated herein by reference to Registrants
	Form 10-Q filed on August 16, 1999, Commission File
	No. 0-21407.  



|     |                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated herein by reference to Registrants
	Form 10-K filed on March 30, 2000, Commission File
	No. 0-21407.                          
|    
|(11) | Incorporated herein by reference to registrants 1998 proxy
	statement, Appendix  A, filed on April 28, 1998,
	Commission File No.  0-21407.