<PAGE>   1




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004


                                    FORM 10-Q


     x   QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
    ---  OF 1934
                 For the quarterly period ended March 31, 2000


                                       OR


    ---  TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
         OF 1934
                 For the transition period from to


                         Commission file number 0-21485



                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
             (exact name of registrant as specified in its charter)



       STATE OF DELAWARE                                         38-3306717
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



4000 Town Center, Suite 1100, Southfield, Michigan                       48075
  (Address of principal executive offices)                            (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 ___

As of May 12, 2000, 10,474,846 shares of the registrant's common stock (par
value $.01) were outstanding.



<PAGE>   2





            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

                          QUARTER ENDED MARCH 31, 2000
                                      INDEX

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                                               PAGE NO.
                                                                                                             --------

<S>                                                                                                          <C>
     Item 1.       Financial Statements

                   Condensed Consolidated Balance Sheets as of March 31, 2000 and December 31,                   3
                   1999 (unaudited)

                   Condensed Consolidated Statements of Operations for the three months ended                    4
                   March 31, 2000 and 1999 (unaudited)


                   Condensed Consolidated Statements of Cash Flows for the three months ended                    5
                   March 31, 2000 and 1999 (unaudited)


                   Notes to Condensed Consolidated Financial Statements                                          6

     Item 2.       Management's Discussion and Analysis of Financial Condition and Results of                   10
                   Operations


     Item 3.       Quantitative and Qualitative Disclosure About Market Risk Sensitive
                   Instruments                                                                                  13



PART II - OTHER INFORMATION




     Item 5.       Other Information                                                                            14

     Item 6.       Exhibits and Reports on Form 8-K                                                             14

SIGNATURES                                                                                                      15

</TABLE>





                                     Page 2


<PAGE>   3


Part I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS


            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                   March 31,      December 31,
                                                                                     2000           1999
                                                                                  ------------    ------------

                              ASSETS

<S>                                                                               <C>             <C>
   Current assets
        Cash and cash equivalents                                                 $     24,005    $     16,691
        Short-term investments                                                              --          13,908
        Accounts receivable, net                                                        31,389          38,728
        Accrued interest receivable and prepaid expenses                                 3,995           3,201
        Refundable income taxes                                                          4,071           5,482
        Deferred income taxes                                                            2,985              --
                                                                                  ------------    ------------


                 Total current assets                                                   66,445          78,010


         Property and equipment, net                                                    20,995          20,695
         Goodwill, net                                                                  18,449          18,097
         Investments                                                                    40,661          69,683
         Other long-term assets                                                            112             112
                                                                                  ------------    ------------


           Total Assets                                                           $    146,662    $    186,597
                                                                                  ============    ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities
        Accounts payable                                                          $      2,965    $      6,093
        Accrued liabilities                                                              4,772           3,624
        Deferred revenue                                                                 5,050           6,254
        Deferred income taxes                                                               --             228
                                                                                  ------------    ------------


           Total current liabilities                                                    12,787          16,199

   Deferred income taxes                                                                 7,701          19,463
   Stockholders' equity
        Preferred stock; authorized, 1,000,000 shares of
        $.01 par value; issued and outstanding, 2,000 as of
        March 31, 2000 and December 31, 1999                                                --              --

        Common stock;  authorized,  30,000,000 shares of
        $.01 par value; issued,
        10,429,562 as of March 31, 2000
        and 10,426,167 as of December 31, 1999                                             104             104

        Additional paid-in capital                                                     114,408         114,174

        Accumulated other comprehensive income                                          11,175          33,588

        Retained earnings                                                                3,393           5,975

        Treasury stock - at cost, 85,000 shares as of March 31, 2000
        and December 31, 1999                                                           (2,270)         (2,270)

        Stockholders' notes receivable                                                    (636)           (636)
                                                                                  ------------    ------------

           Total stockholders' equity                                                  126,174         150,935
                                                                                  ------------    ------------

           Total Liabilities and Stockholders' Equity                             $    146,662    $    186,597
                                                                                  ============    ============

</TABLE>



            See notes to condensed consolidated financial statements.




                                     Page 3




<PAGE>   4






            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)






<TABLE>
<CAPTION>
                                                                                         THREE MONTHS ENDED

                                                                                               MARCH 31,
                                                                                               ---------

                                                                                       2000                 1999
                                                                                       ----                 ----


<S>                                                                              <C>                 <C>
   Revenues                                                                      $          28,073   $         40,029

   Operating costs and expenses
     Cost of services                                                                       23,029             20,749
     Selling, general and administrative expenses                                           18,370             14,897
                                                                                 -----------------   ----------------
        Total operating costs and expenses                                                  41,399             35,646
                                                                                 -----------------   ----------------
        Earnings (loss) from operations                                                    (13,326)             4,383
   Other income, principally realized gains
     on sale of investments                                                                  9,340                478
                                                                                 -----------------   ----------------
        Earnings (loss) before income taxes (benefit)                                       (3,986)             4,861
   Provision for income taxes (benefit)                                                     (1,404)             1,876
                                                                                 -----------------   ----------------
        Net earnings (loss)                                                      $          (2,582)  $          2,985
                                                                                 =================   ================

   Net earnings (loss) per share - basic                                         $           (0.25)  $           0.29
                                                                                 =================   ================
   Net earnings (loss) per share - diluted                                       $           (0.25)  $           0.28
                                                                                 =================   ================
     Weighted average number of common and
       common equivalent shares outstanding - basic                                         10,342             10,347
                                                                                 =================   ================
     Weighted average number of common and
       common equivalent shares outstanding - diluted                                       10,342             10,609
                                                                                 =================   ================

</TABLE>



            See notes to condensed consolidated financial statements.




                                     Page 4


<PAGE>   5



            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                        THREE MONTHS ENDED MARCH 31,
                                                                                        -----------------------------
                                                                                           2000                 1999
                                                                                           ----                 ----

<S>                                                                                     <C>               <C>
    Cash flows from operating activities:
        Net earnings (loss)                                                             $   (2,582)        $    2,985
        Adjustments to reconcile net earnings (loss)
          to net cash used in operating activities:
           Depreciation and amortization of property and equipment                           1,457                977
           Goodwill amortization                                                               390                295
           Bad debt expense                                                                    493                394
           Gain on sale of securities                                                       (8,974)                --
           Deferred income taxes                                                               281                337
           Options issued to non-employees                                                     183                 --
           Interest income on marketable debt security                                         (83)                --
           Warrants from business partner                                                      (30)                --
           Changes in operating  assets and liabilities,  1999 is net of effects
            from acquisition:
              Accounts receivable                                                            6,846             (5,152)
              Accrued interest receivable and prepaid expenses                                (794)              (365)
              Refundable income taxes                                                        1,411                 --
              Accounts payable                                                              (3,128)              (281)
              Accrued liabilities                                                            1,148                (40)
              Income taxes payable                                                              --              1,181
              Deferred revenue                                                              (1,204)            (1,502)
                                                                                        ----------         ----------
                                                                                            (4,586)            (1,171)
                     Net cash used in operating activities


    Cash flows from investing activities:
        Proceeds from sale of investments                                                   14,348                 --
        Purchase of businesses                                                                (722)            (2,924)
        Purchase of property and equipment                                                  (1,757)            (1,964)
                                                                                        ----------         ----------
                     Net cash provided by (used in) investing activities                    11,869             (4,888)


    Cash flows from financing activities:
        Exercise of stock options                                                               31                834
        Repayment of long-term debt                                                             --                (61)
                                                                                        ----------         ----------
                     Net cash provided by financing activities                                  31                773
                                                                                        ----------         ----------

    Net increase (decrease) in cash                                                          7,314             (5,286)
    Cash and cash equivalents, beginning of period                                          16,691             51,519
                                                                                        ----------         ----------

    Cash and cash equivalents, end of period                                            $   24,005         $   46,233
                                                                                        ==========         ==========

    Supplemental disclosure of cash flow information:
        Interest payments                                                               $       --         $       26
        Income tax payments                                                             $       25         $      257
        Net unrealized loss on investments, net of deferred
          income taxes                                                                  $   22,413         $       --

</TABLE>



            See notes to condensed consolidated financial statements.




                                     Page 5







<PAGE>   6



            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 March 31, 2000

NOTE 1 - BASIS OF PRESENTATION


         The accompanying  unaudited condensed consolidated financial statements
have  been  prepared  pursuant  to the  rules  of the  Securities  and  Exchange
Commission for quarterly reports on Form 10-Q. Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  (consisting of normal recurring  accruals and estimated  provisions
for bonus  and  profit-sharing  arrangements)  considered  necessary  for a fair
presentation have been included.  Operating  results for the three-month  period
ended March 31, 2000 are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 2000.

         These  financial  statements  should  be read in  conjunction  with the
Company's audited  consolidated  financial statements and notes thereto included
in the  Company's  1999 annual report on Form 10-K filed by the Company with the
Securities and Exchange Commission on March 30, 2000.

         Certain  1999  amounts  have  been   reclassified  to  conform  to  the
classifications used in 2000.

NOTE 2 - COST FUNDING FROM BUSINESS PARTNER


         During the quarter ended March 31, 2000,  operating costs were incurred
in connection  with the  Company's  various new business  initiatives.  Of these
costs, a portion, $292,000 in costs of services and $708,000 in selling, general
and administrative expenses were funded by a business partner, and were recorded
as a reduction to expense in the accompanying financial statements.

NOTE 3 - NET EARNINGS (LOSS) PER SHARE

         The Company  accounts for Earnings  (Loss) Per Share under the rules of
Statement of Financial  Accounting  Standard No. 128,  "Earnings Per Share". The
Company's  basic net earnings  (loss) per share  amounts  have been  computed by
dividing  net  earnings  (loss) by the weighted  average  number of  outstanding
common shares.  The Company's  diluted net earnings (loss) per share is computed
by dividing net earnings  (loss) by the weighted  average  number of outstanding
common  shares and common  share  equivalents  relating to stock  options,  when
dilutive.

         The  computation of diluted net earnings (loss) per share for the three
months  ended March 31, 1999  includes  approximately  262,000  shares of common
stock equivalents.  Options and warrants to purchase approximately 3,021,000 and
945,000 shares of common stock with a weighted  average exercise price of $29.25
and $38.49 were  outstanding at March 31, 2000 and 1999  respectively,  but were
excluded from the computation of common share equivalents because to do so would
have been antidilutive for the periods presented.

NOTE 4 - INVESTMENT


         In October 1999, the Company invested $5.0 million in  Neoforma.com,  a
leading provider of  business-to-business  e-commerce services in the healthcare
marketplace,  and initially  recorded its investment at cost. During the quarter
ended  March 31,  2000,  Neoforma.com  completed  its initial  public  offering,
providing  a readily  determinable  fair value of the  Company's  investment  in
Neoforma.com's  stock.  The  Company's  investment  is  restricted by applicable
securities laws and a lock-up agreement,  which expires in July 2000. Therefore,
the Company's investment in Neoforma.com is subject to the accounting guidelines
of Statement of Financial  Accounting Standard No. 115,  "Accounting for Certain
Investments  in Debt and  Equity  Securities",  and as of March  31,  2000,  the
Company has recorded its  investment  at fair value,  resulting in an unrealized
gain of approximately $9.4 million.





                                     Page 6


<PAGE>   7





NOTE 5 - OTHER COMPREHENSIVE (INCOME) LOSS

         Other  comprehensive  income (loss)  includes net unrealized  gains and
losses on investments in marketable  equity and debt securities,  primarily from
the Company's  investments in drkoop.com,  WebMD, Inc. and  Neoforma.com.  Total
comprehensive loss is summarized as follows:


<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED
                                                    MARCH 31,
                                                  ------------
                                              2000            1999
                                              ----            ----

<S>                                          <C>             <C>
Net earnings (loss)                          $ (2,582)       $ 2,985
Other comprehensive loss,
   net of income tax                          (22,413)            --
                                             --------        -------


Total comprehensive income (loss)            $(24,995)       $ 2,985
                                             ========        =======

</TABLE>




                                     Page 7


<PAGE>   8
NOTE 6 - SEGMENT FINANCIAL INFORMATION

         The Company conducts its business in three segments through its primary
operating subsidiary, Superior Consultant Company, Inc. ("Superior").  Effective
January 1, 2000, the Company organized into the business segments of consulting,
outsourcing  and  e-Health.   The  consulting   segment   provides   information
technology,  as well as  strategic  and  operations  management  consulting  and
application support to a broad cross-section of healthcare industry participants
and  information  systems  vendors.  The  outsourcing  segment helps  healthcare
providers simplify their management agendas, improve their return on information
systems investment and strengthen their technology management by ensuring client
access to Superior's  skilled labor pool.  The  outsourcing  segment  offers the
client  an array of  services,  functions,  and  economic  elements  that can be
tailored to the specific  client  program/agenda,  including IT  management,  IT
planning and budgeting,  applications support,  applications implementation,  IT
operations,  network and financial  management  and risk  sharing.  The e-Health
segment works to leverage  the power,  speed,  and value of Internet
technologies  to: achieve  efficiencies in business and operations,  realize
measurable return on investment, connect with consumers, physicians and trading
partners, and provide total solutions in  business-to-business  and business-to
consumer  e-commerce. From strategic  planning and  go-to-market  strategies to
Internet  enabling and development,  integration and  implementation,  Superior
assists its clients to achieve  supply chain  efficiencies,  accelerate
revenue,  and manage  clinical content. The Company evaluates segment
performance and allocates resources based on gross profit. Intrasegment services
are provided at cost.


         Information  on the  Company's  operations  for the three  months ended
March 31, 2000 and 1999 is summarized as follows in thousands.  Amounts for 1999
have been reclassified to conform to the classifications used in 2000:



<TABLE>
<CAPTION>

                                                                                     THREE MONTHS ENDED MARCH 31,
                                                                                     ----------------------------
                                                                                        2000              1999
                                                                                        ----              ----


<S>                                                                                  <C>                <C>
Revenues
    Consulting                                                                       $  12,952          $  30,429
    Outsourcing                                                                          7,618              9,600
    e-Health                                                                             7,503                 --
                                                                                     ---------          ---------
         Consolidated revenues                                                       $  28,073          $  40,029
                                                                                     =========          =========

Gross Profit and Income Statement Reconciliation

    Consulting                                                                       $   3,482          $  15,588
    Outsourcing                                                                          2,002              3,692
    e-Health                                                                              (440)                --
                                                                                     ---------          ---------
         Consolidated gross profit                                                       5,044             19,280


    Unallocated
       SG&A expenses                                                                    18,370             14,897
       Other income, principally realized gains on sale of investments                  (9,340)              (478)
                                                                                     ---------          ---------
         Subtotal                                                                        9,030             14,419
                                                                                     ---------          ---------
         Consolidated earnings (loss) before income taxes (benefit)                  $  (3,986)         $   4,861
                                                                                     =========          =========

</TABLE>



        During the three  months  ended March 31,  2000 and 1999,  there were no
intercompany  sales and there was no change in the basis of measurement of group
earnings or loss.

        The  Company's  reportable  segments are  business  units that offer and
provide different  services through  different means. The Company's  recruiting,
training,  information technology, merger and acquisition,  accounting,  finance
and senior management functions are combined into the unallocated SG&A expenses.




                                     Page 8

<PAGE>   9








NOTE 7 - NEW ACCOUNTING PRONOUNCEMENT


         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial  Accounting  Standards  No. 133,  Derivative  Instruments  and Hedging
Activities  ("SFAS 133"),  which is effective for fiscal years  beginning  after
June 15, 2000.  As the Company does not  currently  participate  in any activity
involving  derivatives,  the Company  anticipates that adoption of SFAS 133 will
not have a material effect on its consolidated financial statements.





                                     Page 9


<PAGE>   10







ITEM 2              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

OVERVIEW


         Statements   included  in  Management's   Discussion  and  Analysis  of
Financial  Condition  and  Results of  Operations  which are not  historical  in
nature,  are  intended to be, and are hereby  identified  as,  "forward  looking
statements"  for  purposes  of the safe  harbor  provided  by Section 21E of the
Securities   Exchange   Act  of  1934,   as  amended   by  Public  Law   104-67.
Forward-looking  statements may be identified by words  including  "anticipate,"
"believe," "intends," "estimates," "promises", "expect" and similar expressions.
The Company cautions readers that forward-looking statements,  including without
limitation, those relating to the Company's future business prospects, revenues,
working  capital,  liquidity,  and income,  are  subject to  numerous  risks and
uncertainties  that could cause actual results to differ  materially  from those
indicated in the forward looking  statements,  due to several  important factors
herein  identified,  among others,  and other risks and factors  identified from
time to time in the  Company's  reports filed with the SEC,  including,  without
limitation,  the risk factors identified in the Company's Registration Statement
Form S-3 (File No. 333-53339),  and Registration Statement on Form S-3 (File No.
333-70337).

         The Company conducts its business in three segments through its primary
operating subsidiary,  Superior Consultant Company, Inc. ("Superior").  Superior
is a leading  provider of Digital Business  Transformation  (TM) services to the
healthcare  industry,  connecting online technologies to business processes that
have  traditionally  been conducted  offline.  The Company  provides  healthcare
enterprises with comprehensive  end-to-end technology solutions that incorporate
brand  management,  business to business  (B2B) and  business to consumer  (B2C)
e-commerce, as well as multi-disciplinary e-health business solutions. Effective
January 1, 2000, the Company organized into the business segments of consulting,
outsourcing  and  e-Health.   The  consulting   segment   provides   information
technology,  as well as  strategic  and  operations  management  consulting  and
application support to a broad cross-section of healthcare industry participants
and  information  systems  vendors.  The  outsourcing  segment helps  healthcare
providers simplify their management agendas, improve their return on information
systems investment and strengthen their technology management by ensuring client
access to Superior's  skilled labor pool.  The  outsourcing  segment  offers the
client  an array of  services,  functions,  and  economic  elements  that can be
tailored to the specific  client  program/agenda,  including IT  management,  IT
planning and budgeting,  applications support,  applications implementation,  IT
operations,  network and financial  management  and risk  sharing.  The e-Health
segment assists to leverage the power, speed, and value of Internet technologies
to: achieve  efficiencies in business and operations,  realize measurable return
on investment,  connect with  consumers,  physicians and trading  partners,  and
provide  total  solutions  in  business-to-business   and  business-to  consumer
e-commerce.  From  strategic  planning and  go-to-market  strategies to Internet
enabling and development,  integration and implementation,  Superior assists its
clients to achieve supply chain  efficiencies,  accelerate  revenue,  and manage
clinical content.


         In 1999 and the first  quarter of 2000,  the Company has  expanded  its
e-Health,  e-commerce  and systems  integration  areas.  As healthcare and other
sectors  move   increasingly   to  Internet  and  web-based   technologies   and
applications, and as the Company continues to innovate services and solutions to
develop and  capitalize  on this  growing  market,  the Company will incur risks
related to its  participation  in such  untested  opportunities  in markets  and
quickly evolving lines of business.  Such risks can include, but are not limited
to, new and  unforeseen  technologies  superseding  development  of the Internet
and/or the  systems  integration  platforms  in which the Company  invests;  the
e-commerce and/or systems  integration  markets taking turns not foreseen by the
Company  and  adverse  to the  positioning  and  investments  undertaken  by the
Company;  and increased  competition  for  consultant  talent in the  e-commerce
field, increasing the Company's cost of providing services.




                                     Page 10

<PAGE>   11

         The Company derives a substantial portion of its revenues from fees for
professional services. The Company establishes standard-billing guidelines based
on the type and level of service  offered.  Actual billing rates are established
on a  project-by-project  basis  and may  vary  from  the  standard  guidelines.
Billings are  generally  contracted  to be made on a bi-weekly  basis to monitor
client satisfaction and manage outstanding accounts receivable balances. Revenue
on time and materials  contracts is  recognized as the services are provided.  A
portion of the Company's  projects are billed on a fixed-fee  basis,  often on a
monthly payment schedule.  The Company  recognizes  revenue on fixed fee
projects in a manner similar to the percentage of completion  basis.  As of
December 31, 1999, the Company has  increased the number of projects  billed on
a fixed-fee  basis. Increased use of fixed-fee  contracts  subjects the Company
to increased  risks, including cost overruns.  For outsourcing  engagements,
the Company  recognizes revenue in the amount billable under the contract,
which is typically  billable on a monthly  basis.  As of March 31,  2000,  the
Company  has six  significant contracts to provide  healthcare  IT  outsourcing
services.  In  addition,  the Company provides help desk and call center
support,  typically billable on a per seat per month basis. There can be no
assurance that the Company will be able to achieve profit margins on outsourcing
contracts  which are consistent  with its historical  levels of  profitability.
In  e-Health,  the Company  also  derives revenues  from  fees   generated  from
its  Digital   Business   Transformation partnerships.  This revenue is
generally recognized ratably over the life of the contract.

         The Company seeks to grow revenue through  various means,  including an
increase in the number of projects  for  existing  and new clients and  expanded
geographic  presence.  In addition,  the Company  seeks to increase  revenues by
expanding its range of specialty services with a focus on opportunities  arising
from  the  demand  for  Internet  expertise.  The  Company  manages  its  client
development  efforts  through several  strategic  services  groups,  each having
specific geographic responsibility and focus.


         The  Company's  most  significant  expense is cost of  services,  which
consists  primarily  of  consultant  salaries  and  benefits.  In recent  years,
consultant  compensation expense has grown faster than consultant billing rates,
resulting in an increase in the  Company's  cost of services as a percentage  of
revenues.  The  Company  foresees  this  trend  continuing  as  competition  for
recruiting and retaining skilled  consultants  intensifies,  particularly in the
area of  e-commerce  services.  The Company has sought to address  this issue by
adding  an  additional  variable  portion  of  compensation   payable  upon  the
achievement of measurable performance goals. In addition, the Company has sought
to address compensation expense pressures through increased use of stock options
as an overall part of its compensation package. These efforts have been hampered
by the impact of the Company's current market price.


         The  Company's  cost of  services as a  percentage  of revenues is also
impacted  by its  consultant  utilization.  The  Company  attempts  to  optimize
utilization by monitoring  project  requirements  and timetables.  The number of
consultants  assigned to a project will vary according to the size,  complexity,
duration  and demands of the  project.  Project  terminations,  completions  and
scheduling  delays have and can result in periods when consultants are not fully
utilized.  An  unanticipated  termination  of a significant  project has and can
cause the Company to experience  lower  consultant  utilization,  resulting in a
higher  than  expected  number  of  unassigned  consultants.  During  1999,  the
healthcare industry experienced a slow-down in consulting expenditures as fiscal
constraints  imposed  by  factors  such  as the  Balanced  Budget  Act  and  Y2K
transition concerns combined forces to dampen overall industry demand for new IT
service consulting  projects.  In addition,  the Company's  establishment of new
practice areas, lines of business,  hiring of consultants in peak hiring periods
and further geographic expansion have and can from time to time adversely affect
utilization.  For example,  the Company intends to grow its e-Health  segment to
capture  increased client demand expected to occur in this area, and this growth
will impact utilization as these new areas come online.  Also, seasonal factors,
such as  vacation  days and total  business  days in a  quarter,  as well as the
timing of the annual employees'  meeting have and can result in lower consultant
utilization.   Variations   in  consultant   utilization   result  in  quarterly
variability of the Company's  cost of services as a percentage of revenues.  The
Company's consultants are generally employed on a full-time basis, and therefore
the  Company  will,  in  the  short  run,   incur   substantially   all  of  its
employee-related  costs even during periods of low utilization,  as the majority
of employment costs of these personnel are fixed.

         Selling,  general  and  administrative  expenses  include  the costs of
recruiting   and  training,   continuing   education,   marketing,   facilities,
administration,  including compensation and benefits, outside professional fees,
equipment depreciation and amortization of goodwill.




                                     Page 11

<PAGE>   12



THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED
MARCH 31, 1999

         Revenues.


                  Consulting.  Revenues  in  this  segment  decreased  by  $17.5
         million,  or 57.4%,  to $12.9  million for the three months ended March
         31, 2000, as compared to $30.4 million for the three months ended March
         31,  1999.  The  revenue  decrease  was  due  to  significantly   lower
         consultant utilization for this segment.

         Outsourcing.  Revenues in this segment  decreased by $2.0  million,  or
         20.7%,  to $7.6 million for the three  months ended March 31, 2000,  as
         compared to $9.6 million for the three months ended March 31, 1999. The
         decrease is primarily  attributable to lower consultant  utilization in
         this segment resulting from the Company's  decision to withdraw from an
         outsourcing  agreement as a result of the client's  decision to compete
         against the Company in the local outsourcing market.

                  e-Health.  Revenues in this  segment were $7.5 million for the
         three months ended March 31, 2000. The Company did not have an e-Health
         segment during the three months ended March 31, 1999.


         Cost of Services.


         Consulting. Cost of services in this segment decreased by $5.4 million,
         or 42.9%, to $9.5 million for the three months ended March 31, 2000, as
         compared to $14.9  million for the three  months  ended March 31, 1999.
         The  decrease  was due  primarily  to  adjustments  the Company made to
         optimize  its  work  force  through  the  redeployment  of staff to the
         e-Health  segment  and  consultant  reductions.  Cost of  services as a
         percentage of revenue for this segment increased to 73.1% for the three
         months ended March 31, 2000,  as compared to 48.8% for the three months
         ended March 31, 1999.  The increase is  attributable  to  significantly
         lower consultant utilization and a lower revenue base for this segment.

         Outsourcing.  Cost of services in this segment remained  consistent for
         the three  months  ended March 31,  2000,  as  compared  with the three
         months  ended  March 31,  1999.  Cost of services  as a  percentage  of
         revenue for this segment  increased to 73.7% for the three months ended
         March 31,  2000,  as compared to 61.5% for the three months ended March
         31, 1999. The increase is primarily  attributable to the development of
         additional  capacity within  outsourcing to capitalize on future demand
         and lower consultant utilization in this segment.

                   e-Health.  Cost of services in this segment were $7.9 million
         for the three  months  ended  March 31,  2000.  These  costs  consisted
         primarily  of  compensation  expenses  associated  with  the  Company's
         continued pursuit to gain market share in the e-health sector.  Cost of
         services as a percentage of revenue for this segment was 105.9% for the
         three months ended March 31, 2000.

                  Selling, general and administrative expenses. Selling, general
         and  administrative  expenses  increased by $3.5 million,  or 23.3%, to
         $18.4 million for the three months ended March 31, 2000, as compared to
         $14.9  million for the three months ended March 31, 1999.  The increase
         was due to recruiting and training  expenses  relating to the new lines
         of business as well as higher  marketing,  outside  professional  fees,
         continuing education and compensation  expenses.  Selling,  general and
         administrative  expenses as a percentage of revenues increased to 65.4%
         from 37.2%.  The  increase  was due to the  investment  in new lines of
         business,   higher   recruiting,   training,   marketing   and  outside
         professional  fee  expenses,  as  well  as a lower  revenue  base  than
         anticipated.










                                    Page 12


<PAGE>   13
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED



MARCH 31, 1999 (Continued)

                  Other  income and  expense.  Other income was $9.3 million for
         the three months  ended March 31, 2000,  as compared to $0.5 million of
         other income for the three  months  ended March 31, 1999.  The increase
         was due to the gain  realized  on the sale of  investments  during  the
         first quarter of 2000, in which the Company received  proceeds of $14.3
         million from the sale of 697,500 and 150,000  shares of drkoop.com  and
         Healtheon/WebMD common stock, respectively.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's  primary  capital needs have been and will be to fund its
e-commerce and systems integration initiatives, acquisitions, equity investments
and  equipment  purchases.  The Company  believes that its current cash and cash
equivalents,   marketable  securities,  cash  generated  from  operations,  plus
available credit under its bank credit  facility,  will be sufficient to finance
its working capital and capital  expenditure  requirements for at least the next
twelve months.


         At March 31, 2000,  the Company had cash and cash  equivalents of $24.0
million and working  capital of $53.7  million,  as compared  with cash and cash
equivalents of $16.7 and working  capital of $61.8 million at December 31, 1999.
Currently,  the Company's remaining maximum contingency payments relating to its
completed business  acquisitions total  approximately $7.2 million ($1.4 million
in cash and $5.8 million in common stock)  payable over the next two years.  The
Company  owns  common  stock in three  publicly  traded  companies:  drkoop.com,
Healtheon/WebMD  and  Neoforma.com.  Liquidity of the  Company's  investment  in
drkoop.com is subject to volume  restrictions  under Rule 144. In addition,  the
Company's investment in Neoforma.com is restricted by a lock-up agreement, which
expires in July 2000 and will not become eligible for sale under Rule 144 until
October 2000.

         The Company has a line of credit  arrangement  at Comerica Bank N.A. of
$25.0 million  collateralized by accounts  receivable and equity  investments in
public securities of the Company.  The line of credit bears interest at 0.25% to
0.50% below the bank's  prime  rate.  As of March 31,  2000,  the Company had no
amounts outstanding under the agreement.

         Net cash used in operations was $4.6 million for the three months ended
March 31, 2000 as compared to cash used in  operations  of $1.2  million for the
three months ended March 31, 1999. In the first quarter of 1999, net earnings of
$3.0  million  were  more than  offset by a  significant  increase  in  accounts
receivable,  which was primarily  responsible for the net cash used in operating
activities of $1.2 million.  In the first quarter of 2000,  the net cash used in
operations  was due primarily to the operating  loss and a reduction in accounts
payable;  which was  partially  offset by a  reduction  in accounts  receivable.

         Net cash of $11.9 million provided by investing  activities  during the
three  months  ended  March  31,  2000  consists  of  proceeds  from the sale of
investments  less  additions to property and equipment and  contingent  payments
made  relating to prior  acquisitions  as required  by the  applicable  purchase
agreements. The investments in the debt security,  drkoop.com,  Healtheon/ WebMD
and  Neoforma.com,  which  have a cost basis of $15.7  million,  have a combined
market value of $21.6 million at May 12, 2000.


         Net cash provided by financing activities during the three months ended
March 31, 2000 and 1999,  was  principally  the result of the  exercise of stock
options.

         The Company does not believe that  inflation has had a material  effect
on the results of its operations.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK SENSITIVE
         INSTRUMENTS

         The  Company  currently  does not  invest  excess  funds in  derivative
financial instruments or other market rate sensitive instruments.



                                    Page 13


<PAGE>   14



PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

         27*  Financial Data Schedule for the First Quarter Ended March 31, 2000

(b)      Form 8-K

         NONE
------------------------

*        Filed herewith




                                    Page 14


<PAGE>   15


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

                                     /s/ Richard D. Helppie, Jr.
Date: May 15, 2000                   -------------------------------------------
------------------                   Richard D. Helppie, Jr.
                                     Chairman, Chief Executive Officer
                                    (Principal Executive Officer)

Date: May 15, 2000                   /s/ James T. House
------------------                   -------------------------------------------
                                     James T. House
                                     Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)






                                    Page 15







<PAGE>   16
                                 Exhibit Index
                                 -------------

<TABLE>
<CAPTION>
Exhibit No.                  Description
-----------                  -----------
<S>                          <C>
     27                      Financial Data Schedule

</TABLE>