##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-Q



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

For the quarterly period ended March 31, 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 May 11, 2000, 19,480,058
 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                                                              
|EXHIBIT INDEX                                                           



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TABLE OF CONTENTS


|         |  |                                                                                                                                      |  |          |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | -- | 
|         |  |                                                                                                                                      |  | Page No.
|         |  |                                                                                                                                      |  |         
|Part I.  |  | Financial Information                                                                                                                |  |          |    | 
|         |  | Item 1. Financial Statements                                                                                                         |  |          |    | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Balance Sheets as of March 31, 2000
	(Unaudited) and December 31, 1999                                        |  |          | 2  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Operations and Comprehensive
	 Income, Three Months Ended March 31, 2000 and 1999,
	(Unaudited) |  |          | 3  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Cash Flows, Three Months
	Ended March 31, 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                                       |  |          | 10 | 
|        
|        
|        
|        
|         |  | Item 3. Quantitative and Qualitative Disclosures about
	Market Risk                                                                  |  |          | 13 | 
|Part II. |  | Other Information                                                                                                                    |  |          |    | 
|        
|        
|        
|        
|         |  | Item 1. Legal Proceedings                                                                                                            |  |          | 14 | 
|        
|        
|        
|        
|         |  | Item 2. Changes in Securities and Use of Proceeds                                                                                    |  |          | 14 | 
|        
|        
|        
|        
|         |  | Item 3. Defaults upon Senior Securities                                                                                              |  |          | 14 | 
|        
|        
|        
|        
|         |  | Item 5. Other Information                                                                                                            |  |          | 14 | 
|        
|        
|        
|        
|         |  | Item 6. Exhibits and Reports on Form 8-K                                                                                             |  |          | 15 | 
|        
|        
|        
|        
|         |  | Signatures                                                                                                                           |  |          | 17 | 

1



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##### Table of Contents



LASON, INC.






CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except for shares)


|                                                                                                                                                                  |                                            |             |         |              |  |   |         |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------- | ------- | ------------ |  | - | ------- | ------- | 
|                                                                                                                                                                  |                                            | March 31,   |         | December 31,
|                                                                                                                                                                  |                                            | 2000        |         | 1999        
|                                                                                                                                                                  |                                            |             |         |             
|                                                                                                                                                                  |                                            | (Unaudited) |         |             
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|ASSETS                                                                                                                                                            |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Cash and cash equivalents                                                                                                                                         |                                            | $           | 7,172   |              |  | $ | 9,753   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accounts receivable (net)                                                                                                                                         |                                            |             | 119,525 |              |  |   | 117,760 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Supplies                                                                                                                                                          |                                            |             | 13,216  |              |  |   | 13,181  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |             | 5,726   |              |  |   | 5,861   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Net assets of discontinued operations                                                                                                                             |                                            |             | 18,682  |              |  |   | 18,682  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Prepaid expenses and other                                                                                                                                        |                                            |             | 29,409  |              |  |   | 27,541  |        
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                  | Total current assets                       |             |         | 193,730      |  |   |         | 192,778 | 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Property and equipment (net)                                                                                                                                      |                                            |             | 108,914 |              |  |   | 106,102 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Intangible assets (net)                                                                                                                                           |                                            |             | 556,207 |              |  |   | 529,146 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Employee loans receivable                                                                                                                                         |                                            |             | 3,168   |              |  |   | 3,168   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |             | 1,534   |              |  |   | 207     |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |                                            |             | 4,704   |              |  |   | 5,031   |        
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                  | Total assets                               |             | $       | 868,257      |  |   | $       | 836,432 | 
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                              |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accrued expenses                                                                                                                                                  |                                            | $           | 35,399  |              |  | $ | 47,575  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accounts payable                                                                                                                                                  |                                            |             | 29,892  |              |  |   | 27,816  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Notes payable                                                                                                                                                     |                                            |             | 281     |              |  |   | 294     |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Acquisition-related obligations                                                                                                                                   |                                            |             | 15,202  |              |  |   | 16,580  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accrued restructuring expenses                                                                                                                                    |                                            |             | 12,174  |              |  |   | 13,310  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Customer deposits                                                                                                                                                 |                                            |             | 6,672   |              |  |   | 6,079   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Revolving credit line borrowings                                                                                                                                  |                                            |             | 170,000 |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Term loan                                                                                                                                                         |                                            |             | 150,000 |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Current portion of term loan                                                                                                                                      |                                            |             |        |              |  |   | 11,250  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |                                            |             | 13,404  |              |  |   | 9,013   |        
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                  | Total current liabilities                  |             |         | 433,024      |  |   |         | 131,917 | 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Revolving credit line borrowings                                                                                                                                  |                                            |             |        |              |  |   | 134,000 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Term loan                                                                                                                                                         |                                            |             |        |              |  |   | 138,750 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |             | 3,574   |              |  |   | 1,299   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Convertible debentures                                                                                                                                            |                                            |             | 3,034   |              |  |   | 3,034   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |                                            |             | 6,464   |              |  |   | 7,910   |        
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                  | Total liabilities                          |             |         | 446,096      |  |   |         | 416,910 | 
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|STOCKHOLDERS EQUITY                                                                                                                                              |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Common stock, $.01 par value; 100,000,000 shares authorized,
	19,316,614 and 18,986,910 shares issued and outstanding, 569,330
	and 698,712 shares held in escrow |                                            |             | 186     |              |  |   | 182     |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Preferred stock, $.01 par value; 5,000,000 shares authorized,
	none issued and outstanding                                                                        |                                            |             |        |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Additional paid-in capital                                                                                                                                        |                                            |             | 431,703 |              |  |   | 421,544 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Retained deficit                                                                                                                                                  |                                            |             | (9,831  | )            |  |   | (3,977  | )      
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Treasury stock (at cost)                                                                                                                                          |                                            |             | (5,541  | )            |  |   | (5,541  | )      
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accumulated other comprehensive income                                                                                                                            |                                            |             | 5,644   |              |  |   | 7,314   |        
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                  | Total stockholders equity                 |             |         | 422,161      |  |   |         | 419,522 | 
|                                                                                                                                                                  |                                            |             |         |              |  |   |         |        
|                                                                                                                                                                  | Total liabilities and stockholders equity |             | $       | 868,257      |  |   | $       | 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
|                                                       |                                                              | March 31,         
|                                                       |                                                              |                   
|                                                       |                                                              | 2000               |         | 1999  
|                                                       |                                                              |                    |         |       
|Revenues, net of postage                               |                                                              | $                  | 140,443 |        |   | $ | 98,458 |       
|                                                      
|                                                      
|                                                      
|                                                      
|Cost of revenues                                       |                                                              |                    | 101,050 |        |   |   | 63,700 |       
|                                                       |                                                              |                    |         |        |   |   |        |       
|                                                       | Gross profit                                                 |                    |         | 39,393 |   |   |        | 34,758 | 
|                                                      
|                                                      
|                                                      
|                                                      
|Selling, general and administrative expenses           |                                                              |                    | 34,312  |        |   |   | 19,945 |       
|                                                      
|                                                      
|                                                      
|                                                      
|Compensatory stock option expense                      |                                                              |                    |        |        |   |   | 72     |       
|                                                      
|                                                      
|                                                      
|                                                      
|Amortization of intangibles                            |                                                              |                    | 5,419   |        |   |   | 2,377  |       
|                                                       |                                                              |                    |         |        |   |   |        |       
|                                                       | Income (loss) from operations                                |                    |         | (338   | ) |   |        | 12,364 | 
|                                                      
|                                                      
|                                                      
|                                                      
|Net interest expense                                   |                                                              |                    | 5,481   |        |   |   | 1,531  |       
|                                                       |                                                              |                    |         |        |   |   |        |       
|                                                       | Income (loss) from continuing operations before income taxes |                    |         | (5,819 | ) |   |        | 10,833 | 
|                                                      
|                                                      
|                                                      
|                                                      
|Provision (benefit) for income taxes                   |                                                              |                    | (1,063  | )      |   |   | 4,349  |       
|                                                       |                                                              |                    |         |        |   |   |        |       
|                                                       | Net income (loss) from continuing operations                 |                    |         | (4,756 | ) |   |        | 6,484  | 
|                                                      
|                                                      
|                                                      
|                                                      
|Income (loss) from discontinued operations, net of tax |                                                              |                    | (1,098  | )      |   |   | 304    |       
|                                                       |                                                              |                    |         |        |   |   |        |       
|Net income (loss)                                      |                                                              |                    | (5,854  | )      |   |   | 6,788  |       
|                                                      
|                                                      
|                                                      
|                                                      
|Other comprehensive income:                            |                                                              |                    |         |        |   |   |        |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Foreign currency translation adjustments                     |                    |         | (1,670 | ) |   |        |       | 
|                                                       |                                                              |                    |         |        |   |   |        |       
|                                                       | Comprehensive income                                         |                    | $       | (7,524 | ) |   | $      | 6,788  | 
|                                                       |                                                              |                    |         |        |   |   |        |       
|Basic earnings per share:                              |                                                              |                    |         |        |   |   |        |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from continuing operations                 |                    | $       | (0.26  | ) |   | $      | 0.44   | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from discontinued operations               |                    |         | (0.06  | ) |   |        | 0.02   | 
|                                                       |                                                              |                    |         |        |   |   |        |       
|Net income (loss)                                      |                                                              | $                  | (0.32   | )      |   | $ | 0.46   |       
|                                                       |                                                              |                    |         |        |   |   |        |       
|Diluted earnings per share:                            |                                                              |                    |         |        |   |   |        |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from continuing operations                 |                    | $       | (0.26  | ) |   | $      | 0.41   | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from discontinued operations               |                    |         | (0.06  | ) |   |        | 0.02   | 
|                                                       |                                                              |                    |         |        |   |   |        |       
|Net income (loss)                                      |                                                              | $                  | (0.32   | )      |   | $ | 0.43   |       
|                                                       |                                                              |                    |         |        |   |   |        |       

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)


|                                                                      |                                           |                    |         |         |   |   |         |         |  
|--------------------------------------------------------------------- | ----------------------------------------- | ------------------ | ------- | ------- | - | - | ------- | ------- | -
|                                                                      |                                           |                   
|                                                                      |                                           | Three Months Ended
|                                                                      |                                           | March 31,         
|                                                                      |                                           |                   
|                                                                      |                                           | 2000               |         | 1999   
|                                                                      |                                           |                    |         |        
|Cash Flows Provided By Operating Activities                           |                                           | $                  | 4,249   |         |   | $ | 3,395   |        
|                                                                      |                                           |                    |         |         |   |   |         |        
|Cash Flows From Investing Activities:                                 |                                           |                    |         |         |   |   |         |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Payments for the acquisition of businesses                            |                                           |                    | (31,244 | )       |   |   | (54,368 | )      
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Additions to fixed assets and software development costs              |                                           |                    | (9,443  | )       |   |   | (7,066  | )      
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other, net                                                            |                                           |                    | (636    | )       |   |   |        |        
|                                                                      |                                           |                    |         |         |   |   |         |        
|                                                                      | Net cash used in investing activities     |                    |         | (41,323 | ) |   |         | (61,434 | )
|                                                                      |                                           |                    |         |         |   |   |         |        
|Cash Flows From Financing Activities:                                 |                                           |                    |         |         |   |   |         |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Borrowings on revolving line of credit                                |                                           |                    | 98,350  |         |   |   | 109,400 |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayments on revolving line of credit                                |                                           |                    | (62,350 | )       |   |   | (31,400 | )      
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayment of notes payable                                            |                                           |                    |        |         |   |   | (18,640 | )      
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayment on capital lease liabilities and other debt                 |                                           |                    | (1,454  | )       |   |   | (800    | )      
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Proceeds from exercise of employee stock options                      |                                           |                    |        |         |   |   | 408     |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other, net                                                            |                                           |                    | (29     | )       |   |   | (57     | )      
|                                                                      |                                           |                    |         |         |   |   |         |        
|                                                                      | Net cash provided by financing activities |                    |         | 34,517  |   |   |         | 58,911  |  
|                                                                      |                                           |                    |         |         |   |   |         |        
|Effect of foreign exchange rate changes on cash and cash
	equivalents |                                           |                    | (24     | )       |   |   |        |        
|                                                                      |                                           |                    |         |         |   |   |         |        
|Net (decrease) increase in cash and cash equivalents                  |                                           |                    | (2,581  | )       |   |   | 872     |        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Cash and cash equivalents at beginning of period                      |                                           |                    | 9,753   |         |   |   | 1,315   |        
|                                                                      |                                           |                    |         |         |   |   |         |        
|Cash and cash equivalents at end of period                            |                                           | $                  | 7,172   |         |   | $ | 2,187   |        
|                                                                      |                                           |                    |         |         |   |   |         |        

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

4



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##### Table of Contents








NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)


Note 1.  Basis of Presentation

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

In the opinion of management, all necessary adjustments
(consisting of normal recurring adjustments) considered necessary
 for a fair presentation have been included. The operating
results for the three month period ended March 31, 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. Prior period financial
statements have been restated accordingly.

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

|                                             |                                                                 |                    |       |        |   |   |       |       | 
|-------------------------------------------- | --------------------------------------------------------------- | ------------------ | ----- | ------ | - | - | ----- | ----- | 
|                                             |                                                                 |                   
|                                             |                                                                 | Three Months Ended
|                                             |                                                                 | March 31,         
|                                             |                                                                 |                   
|                                             |                                                                 | 2000               |       | 1999  
|                                             |                                                                 |                    |       |       
|Revenues, net                                |                                                                 | $                  | 6,918 |        |   | $ | 7,704 |      
|                                            
|                                            
|                                            
|                                            
|Cost of revenues                             |                                                                 |                    | 5,559 |        |   |   | 4,578 |      
|                                             |                                                                 |                    |       |        |   |   |       |      
|                                             | Gross profit                                                    |                    |       | 1,359  |   |   |       | 3,126 | 
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |                                                                 |                    | 2,213 |        |   |   | 1,906 |      
|                                            
|                                            
|                                            
|                                            
|Amortization of intangibles                  |                                                                 |                    |      |        |   |   | 182   |      
|                                             |                                                                 |                    |       |        |   |   |       |      
|                                             | Income (loss) from operations                                   |                    |       | (854   | ) |   |       | 1,038 | 
|                                            
|                                            
|                                            
|                                            
|Net interest expense                         |                                                                 |                    | 894   |        |   |   | 600   |      
|                                             |                                                                 |                    |       |        |   |   |       |      
|                                             | Income (loss) from discontinued
	operations before income taxes |                    |       | (1,748 | ) |   |       | 438   | 
|                                            
|                                            
|                                            
|                                            
|Provision (benefit) for income taxes         |                                                                 |                    | (650  | )      |   |   | 134   |      
|                                             |                                                                 |                    |       |        |   |   |       |      
|                                             | Net income (loss) from discontinued operations                  |                    | $     | (1,098 | ) |   | $     | 304   | 
|                                             |                                                                 |                    |       |        |   |   |       |      

Net loss from discontinued operations includes interest costs
totaling $894,000 and $600,000 for the three months ended
March 31, 2000 and 1999, respectively, which was allocated
based on the ratio of net assets to be discontinued to total
consolidated net assets. 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

5



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##### Table of Contents





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
streamlining of the administrative support functions.

A summary of the restructuring accrual for the three months ended
 March 31, 2000 follows (in thousands):

|                                           |         |              |        |          |  |                |        |        |   |   |        |        | 
|------------------------------------------ | ------- | ------------ | ------ | -------- |  | -------------- | ------ | ------ | - | - | ------ | ------ | 
|                                           |         | Accrual at   |        | 2000     |  | Accrual at    
|                                           |         | Jan. 1, 2000 |        | Activity |  | March 31, 2000
|                                           |         |              |        |          |  |               
|Severance                                  |         | $            | 1,623  |          |  | $              | (496   | )      |   | $ | 1,127  |       
|                                          
|                                          
|                                          
|                                          
|Facility closure                           |         |              | 11,651 |          |  |                | (640   | )      |   |   | 11,011 |       
|                                          
|                                          
|                                          
|                                          
|Other                                      |         |              | 36     |          |  |                |       |        |   |   | 36     |       
|                                           |         |              |        |          |  |                |        |        |   |   |        |       
|                                           | Accrual |              |        | 13,310   |  |                |        | (1,136 | ) |   |        | 12,174 | 
|                                          
|                                          
|                                          
|                                          
|Equipment write down to estimated recovery |         |              | 1,433  |          |  |                | (1,306 | )      |   |   | 127    |       
|                                           |         |              |        |          |  |                |        |        |   |   |        |       
|                                           | Total   |              | $      | 14,743   |  |                | $      | (2,442 | ) |   | $      | 12,301 | 
|                                           |         |              |        |          |  |                |        |        |   |   |        |       

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 three months ended
March 31, 2000.

Certain of the 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 $188.6 million.

For the three months ended March 31, 2000, the Company has
recorded additional purchase price related to previous
acquisitions totaling approximately $31.2 million 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% (8.74% as of March 31, 2000) or a base percentage
rate plus a maximum of 1.25% (10.25% at March 31, 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

6



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

|      |  |   |         | 
|----- |  | - | ------- | 
|     
|     
|     
|     
|2000  |  | $ | 11,250  | 
|     
|     
|     
|     
|2001  |  |   | 20,625  | 
|     
|     
|     
|     
|2002  |  |   | 35,625  | 
|     
|     
|     
|     
|2003  |  |   | 52,500  | 
|     
|     
|     
|     
|2004  |  |   | 30,000  | 
|      |  |   |         | 
|Total |  | $ | 150,000 | 
|      |  |   |         | 

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 May 15, 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 March 31, 2000 outstanding
 balance of bank debt as a current liability in the condensed
consolidated balance sheet as of March 31, 2000.

The lenders have waived the covenant violations and related
defaults through May 31, 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 $5,644 at
March 31, 2000.

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
ended March 31, 2000 and 1999 (in thousands):

|                                                                                |  |                 |        |      |  |  |        | 
|------------------------------------------------------------------------------- |  | --------------- | ------ | ---- |  |  | ------ | 
|                                                                                |  |                
|                                                                                |  | Three Months   
|                                                                                |  | Ended March 31,
|                                                                                |  |                
|                                                                                |  | 2000            |        | 1999
|                                                                                |  |                 |        |     
|Weighted average shares outstanding  Basic                                     |  |                 | 18,488 |      |  |  | 14,705 | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Effect of Dilutive Securities                                                   |  |                 |        |      |  |  |        | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Contingently issuable shares of common stock                                    |  |                 |       |      |  |  | 766    | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Potential shares of common stock from debentures and stock
	options outstanding |  |                 |       |      |  |  | 436    | 
|                                                                                |  |                 |        |      |  |  |        | 
|Weighted average shares outstanding  Diluted                                   |  |                 | 18,488 |      |  |  | 15,907 | 
|                                                                                |  |                 |        |      |  |  |        | 

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 months ended
March 31, 2000, the effects of contingently issuable shares
of common stock and potential shares of common

7



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##### Table of Contents





Note 8.  Segment and Related Information

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

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 months
ended March 31, 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. Total other assets also include the
investment in discontinued operations. The international and data
 management segments were previously included in
other but are now shown separately as certain
quantitative thresholds under SFAS No. 131 have now been
met. The international segment includes the United Kingdom,
Canada and Mexico. The prior period has been restated

8



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##### Table of Contents





|                                          |                                                                 |                    |   |         |         |   |   |        |        |  
|----------------------------------------- | --------------------------------------------------------------- | ------------------ | - | ------- | ------- | - | - | ------ | ------ | -
|                                          |                                                                 |                   
|                                          |                                                                 | Three Months Ended
|                                          |                                                                 | March 31,         
|                                          |                                                                 |                   
|                                          |                                                                 | 2000               |   | 1999   
|                                          |                                                                 |                    |   |        
|Revenue                                   |                                                                 |                    |   |         |         |   |   |       
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 4,403   |         |   | $ | 676    |       
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 29,976  |         |   |   | 23,532 |       
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | 19,097  |         |   |   | 18,231 |       
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 18,517  |         |   |   | 11,156 |       
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 11,244  |         |   |   | 14,651 |       
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 22,675  |         |   |   | 14,533 |       
|                                         
|                                         
|                                         
|                                         
|                                          | Data Management                                                 |                    |   | 18,195  |         |   |   | 11,144 |       
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 22,305  |         |   |   | 4,785  |       
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (5,969  | )       |   |   | (250   | )     
|                                          |                                                                 |                    |   |         |         |   |   |       
|                                          |                                                                 | Total              |   | $       | 140,443 |   |   | $      | 98,458 |  
|                                          |                                                                 |                    |   |         |         |   |   |       
|Segment profit (loss):                    |                                                                 |                    |   |         |         |   |   |       
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 229     |         |   | $ | 112    |       
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 428     |         |   |   | 1,344  |       
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | (334    | )       |   |   | 2,830  |       
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 197     |         |   |   | 1,826  |       
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 139     |         |   |   | 3,028  |       
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 2,630   |         |   |   | 2,331  |       
|                                         
|                                         
|                                         
|                                         
|                                          | Data Management                                                 |                    |   | 502     |         |   |   | 1,873  |       
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 1,648   |         |   |   | 875    |       
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (11,258 | )       |   |   | (3,386 | )     
|                                          |                                                                 |                    |   |         |         |   |   |       
|                                          |                                                                 | Total              |   | $       | (5,819  | ) |   | $      | 10,833 |  
|                                          |                                                                 |                    |   |         |         |   |   |       
|Details of other segment profit (loss): |                                                                 |                    |   |         |         |   |   |       
|                                         
|                                         
|                                         
|                                         
|                                          | Net corporate interest expense                                  |                    | $ | (5,338  | )       |   | $ | (1,165 | )     
|                                         
|                                         
|                                         
|                                         
|                                          | Corporate expenses not allocated to operating segments          |                    |   | (4,738  | )       |   |   | (1,885 | )     
|                                         
|                                         
|                                         
|                                         
|                                          | Amortization of intangibles not allocated to operating segments |                    |   | (480    | )       |   |   | (264   | )     
|                                         
|                                         
|                                         
|                                         
|                                          | Compensatory stock option expense                               |                    |   |        |         |   |   | (72    | )     
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (702    | )       |   |   |       |       
|                                          |                                                                 |                    |   |         |         |   |   |       
|                                          |                                                                 | Total              |   | $       | (11,258 | ) |   | $      | (3,386 | )
|                                          |                                                                 |                    |   |         |         |   |   |       

9



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##### Table of Contents



|              |                                                                 |                |   |                |         |  |   |         |         | 
|------------- | --------------------------------------------------------------- | -------------- | - | -------------- | ------- |  | - | ------- | ------- | 
|              |                                                                 | March 31, 2000 |   | March 31, 1999
|              |                                                                 |                |   |               
|Total assets: |                                                                 |                |   |                |         |  |   |        
|             
|             
|             
|             
|              | Midwest                                                         |                | $ | 15,000         |         |  | $ |        |        
|             
|             
|             
|             
|              | Central                                                         |                |   | 107,738        |         |  |   | 70,628  |        
|             
|             
|             
|             
|              | Northeast                                                       |                |   | 130,335        |         |  |   | 108,924 |        
|             
|             
|             
|             
|              | Southeast                                                       |                |   | 105,271        |         |  |   | 40,697  |        
|             
|             
|             
|             
|              | Southwest                                                       |                |   | 66,107         |         |  |   | 52,995  |        
|             
|             
|             
|             
|              | West                                                            |                |   | 118,934        |         |  |   | 79,162  |        
|             
|             
|             
|             
|              | Data Management                                                 |                |   | 65,902         |         |  |   | 43,373  |        
|             
|             
|             
|             
|              | International                                                   |                |   | 177,550        |         |  |   | 26,911  |        
|             
|             
|             
|             
|              | Other                                                           |                |   | 81,420         |         |  |   | 72,038  |        
|              |                                                                 |                |   |                |         |  |   |        
|              |                                                                 | Total          |   | $              | 868,257 |  |   | $       | 494,728 | 
|              |                                                                 |                |   |                |         |  |   |        
|              | Detail of other total assets:                                 |                |   |                |         |  |   |         |        
|             
|             
|             
|             
|              | Net goodwill not allocated to operating segments                |                | $ | 26,690         |         |  | $ | 29,031  |        
|             
|             
|             
|             
|              | Net other intangible assets not allocated to operating segments |                |   | 12,466         |         |  |   | 8,094   |        
|             
|             
|             
|             
|              | Net investment in discontinued operations                       |                |   | 18,682         |         |  |   | 18,682  |        
|             
|             
|             
|             
|              | Other corporate assets not allocated to operating segments      |                |   | 23,582         |         |  |   | 16,231  |        
|              |                                                                 |                |   |                |         |  |   |        
|              |                                                                 | Total          |   | $              | 81,420  |  |   | $       | 72,038  | 
|              |                                                                 |                |   |                |         |  |   |        



|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|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.

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. The
restructuring plan calls for the consolidation of facilities and
operations, the closure of facilities, and streamlining of the
administrative support functions. The Company has retained the
Global Corporate Finance Group from Arthur Andersen LLP, to
assist with the restructuring efforts and to provide guidance and
 support on a broad array of financial matters.

Acquisitions

From 1995 through December 31, 1999, the Company has
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 for the three months ended March 31, 2000.

10



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##### Table of Contents



Results of Operations  Three Months Ended
March 31, 2000 Compared with Three Months Ended
March 31, 1999.

Consolidated net revenues increased 43% to $140.4 million
for the three months ended March 31, 2000 from
$98.5 million in the first quarter of 1999, excluding the
results of discontinued operations. Approximately
$2.6 million of the increase was due to growth in the
Companys existing business, the remaining increase is due
to revenue contributed by Companies acquired after March 31,
 1999. Revenue from M-R, which was acquired June 30, 1999,
accounted for 20% of the total increase in revenue for the three
months ended March 31, 2000 as compared to the comparable
1999 period.

Gross profit increased to $39.4 million for the first
quarter of 2000 from $34.8 million for the comparable 1999
quarter, however, gross profit as a percentage of net revenues
declined to 28% for the three months ended March 31, 2000
from 35% 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 start up costs
associated with new contracts.

Selling, general and administrative expenses were approximately
24% of net revenues for the quarter ended March 31, 2000,
versus 20% in the comparable period of 1999. Selling, general and
 administrative expenses increased $14.3 million to
$34.3 million for the three months ended March 31, 2000
 from $20.0 million for the comparable 1999 period.
Approximately $7.4 million of the increase is due to
selling, general and administrative expenses of companies
acquired after March 31, 1999. The remaining increase is
primarily due to enhancing the corporate infrastructure and other
 corporate administration expenses associated with managing a
larger consolidated organization.

Amortization of intangibles increased to $5.4 million for
the three months ended March 31, 2000 from $2.4 million
 for the first quarter of 1999 primarily due to an increase in
goodwill related to business acquisitions that were completed
subsequent to March 31, 1999.

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 in 1999. 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 revenues of approximately
$6.9 million for the three months ended March 31, 2000
compared to approximately $7.7 million in 1999. The
discontinued operations reported a net loss of approximately
$1.1 million for the three months ended March 31, 2000
and net income of $304,000 for the comparable period of 1999. The
 significant decrease in net income for these businesses in 2000
primarily relates to operating losses sustained by the offset
print business and the software company, Memex. 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.

Net interest expense was $5.5 million for the 2000 first
quarter compared to $1.5 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 interest 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
$1.1 million on a pre tax loss of $5.8 million from
continuing operations for the three months ended March 31,
2000.

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.

11



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##### Table of Contents



Cash provided by operating activities was $4.2 million for
the three months ended March 31, 2000 compared to
$3.4 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 offset by lower net
 income before non-cash charges.

Cash used in investing activities totaled $41.3 million for
the three months ended March 31, 2000 compared to
$61.4 million in 1999. For the three months ended
March 31, 2000, approximately $31.2 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 $54.3 million
 for the three months ended March 31, 1999. Cash used for
investments in capital assets totaled $9.4 million in the
first quarter of 2000 compared to $7.1 million in the
comparable period of 1999.

Cash provided by financing activities was $34.5 million for
the three months ended March 31, 2000 compared to
$58.9 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, 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% (9.09% as of May 12, 2000) or a base
 percentage rate plus a maximum of 1.25% (10.25% at May 12,
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
May 12, 2000, $324.3 million was borrowed under the
credit agreement.

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 May 15, 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 May 31, 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

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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 March 31, 2000 totals
approximately $188.6 million. It is anticipated that the
actual amount of the Payments will be less than the maximum
amount. 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.

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 March 31,
2000 of approximately $320.0 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
affected by such fluctuations, and there is no assurance that the
 Company will be successful in any hedging activities. Also,
there is no assurance that such exchange rate fluctuations will
not cause significant fluctuations in the Companys results
of operations.

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
executive 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. The complaints generally allege that the
Company and its officers made public statements containing
material omissions or misrepresentations which created the
misleading impression that the Companys revenues and
earnings were on target with market forecasts and consequently
artificially inflated the market price of the shares of the
Companys common stock. The complaints allege violations of
the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder, and one complaint alleges violations of
the Securities Act of 1933. The complaints seek unspecified
damages allegedly incurred as a result of the decline in the
market price of shares of the Companys common stock after
the Company announced on December 17, 1999 that it expected
lower fourth quarter earnings per share compared with consensus
analysts estimates.

These actions are 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. 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
 legal 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 first quarter of 2000, the Company issued 329,704
shares of its common stock to shareholders of companies it had
previously acquired as additional consideration for the
achievement of certain target levels of financial performance
after the acquisitions. The shares were issued at prices ranging
from $8.44 to $45.29 for a total value of $3,838,000. The
issuances 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 March 31, 2000, there was $320 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 lenders have
waived the covenant violations and related defaults through
May 31, 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. 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 to Notes to Condensed Consolidated
Financial Statements.

Item 5.  Other Information

William J. Rauwerdink resigned his position as Executive Vice
President, Chief Financial Officer, Secretary, and Treasurer of
the Company effective May 15, 2000.

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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)                                                                                                               
|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)                                                                                                                                                               

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|      |  |                                                                    
|----- |  | -------------------------------------------------------------------
|10.43 |  | Employment Agreement of John R. Messinger dated April 27,
	1999.(6)
|27    |  | Financial Data Schedule                                           




|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|   | 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

On January 5, 2000, the Company filed a From 8-K, disclosing
 in Item 5 the nature of certain complaints filed against
the Company. Such complaints are discussed further in Item 1
 of this Form 10-Q.

On January 19, 2000, the Company filed a Form 8-K,
disclosing in Item 5 that the Company had taken certain
actions which required a change to the purchase method of
accounting for the acquisition of M-R Group plc.

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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/ GARY L. MONROE         
| | Chief Executive Officer and
| | Chairman of the Board      
|
| | /s/ ROBERT T. BASSMAN      
| | Vice President and         
| | Corporate Controller       

May 15, 2000 
 (Date)

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EXHIBIT INDEX


|            |    |             |  |                        
|----------- | -- | ----------- |  | -----------------------
|Exhibit No. |    | Description
|            |    |            
|            | 27 |             |  | Financial Data Schedule