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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004
 FORM 10-Q/A Amendment No. 1 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
  OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission file number 0-21485 SUPERIOR CONSULTANT HOLDINGS CORPORATION  STATE OF DELAWARE
(State or other jurisdiction of
incorporation or organization)
    
    38-3306717
(I.R.S. Employer
Identification No.)17570 West Twelve Mile Road, Southfield, Michigan
(Address of principal executive offices)
    
    48076
(Zip Code)
 Registrants telephone number, including area code (248) 386-8300 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x   
No o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes o  No x As of May 14, 2004, 10,381,429 shares of the registrants common stock (par
value $.01) were outstanding, excluding treasury shares.




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EXPLANATORY NOTE This Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the Securities and Exchange Commission on May 17, 2004, is being filed in order to correct the number of shares of our common stock that were outstanding, excluding treasury shares, as of the filing of the Form 10-Q. The share number reported in our originally filed 10-Q (10,850,679) was expressed as excluding treasury shares, but in fact such number included treasury shares.
The correct number of shares of our common stock that were outstanding, excluding treasury shares, as of May 14, 2004, is 10,381,429. This Form 10-Q/A does not attempt to modify or update any other disclosures set forth in the original filing. Additionally, this Form 10-Q/A does not purport to provide a general update or discussion of any other developments subsequent to the original filing. The filing of this Form 10-Q/A shall not be deemed an admission that the original filing, when made, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement not misleading. Item 6. Exhibits and Reports on Form 8-K (a)     Exhibits 31.1
    
    Certification by our Chief Executive Officer with respect to
our Form 10-Q for the quarterly period ended March 31, 2004, pursuant
to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2
    
    Certification by our Chief Financial Officer with respect to
our Form 10-Q for the quarterly period ended March 31, 2004, pursuant
to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1
    
    Certifications by our Chief Executive Officer and Chief
Financial Officer with respect to our Form 10-Q for the quarterly
period ended March 31, 2004, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
   *
    
    Previously filed with our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004. Page 2




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SIGNATURES

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

|                     |                                                       |  |  | 
|-------------------- | ----------------------------------------------------- |  |  | 
|                     | Superior Consultant Holdings Corporation              | 
|Date:  June 16, 2004 | /s/ Richard D. Helppie, Jr.                           | 
|                     | Richard D. Helppie, Jr.                               | 
|                     | Chief Executive Officer
(Principal Executive Officer) | 

Date:  June 16, 2004
    /s/ Richard R. SorensenRichard R. SorensenChief Financial Officer
(Principal Financial and Accounting
Officer) Page 3