<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 June 30, 1997


                                       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  July 30, 1997,  7,634,325 shares of the registrants common stock (par
value $.01) were outstanding.
<PAGE>   2

                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
                          QUARTER ENDED JUNE 30, 1997
                                     INDEX


PART I - FINANCIAL INFORMATION                                         PAGE NO.
                                                                       --------
  Item 1.     Financial Statements
  
              Condensed Consolidated Balance Sheets as of June             3
              30, 1997 and December 31, 1996 (unaudited)
  
              Condensed Consolidated Statements of Operations              4
              for the three and six months ended June 30, 1997 
              and 1996 (unaudited)
  
              Condensed Consolidated Statements of Cash Flows              5
              for the six months ended June 30, 1997 and 
              1996 (unaudited)
  
              Notes to Financial Statements                                6 
                                                               
  
  Item 2.     Management's Discussion and Analysis of Financial            8
              Condition and Results of Operations
  

PART II - OTHER INFORMATION

  Item 4.     Submission of Matters to a Vote of Security Holders.        14

  Item 5.     Other Information                                           14

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



  SIGNATURES                                                              15













                                   Page 2
<PAGE>   3
Part 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements



          SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                   (In thousands, except per share amounts)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                                    JUNE 30,    DECEMBER 31,
           ASSETS                                                                     1997         1996     
                                                                                    --------    -----------  
<S>                                                                                 <C>         <C>         
Current assets                                                                                              
   Cash                                                                             $    383       $ 2,076  
   Short-term investments                                                             31,596        34,554  
   Accounts receivable, net                                                           10,554         9,918  
   Prepaid Taxes                                                                          67             0  
   Accrued interest receivable and prepaid expenses                                      377           456  
                                                                                    --------       -------  
                                                                                                            
      Total current assets                                                            42,977        47,004  
                                                                                                            
Property and equipment, net                                                            4,055         2,598  
Deferred income taxes                                                                     89             0  
Goodwill, net                                                                          4,872             0  
                                                                                    --------       -------  
                                                                                                            
      Total Assets                                                                  $ 51,993       $49,602  
                                                                                    ========       =======  
       LIABILITIES AND STOCKHOLDERS' EQUITY                                                                 
                                                                                                            
Current liabilities                                                                                         
   Accounts payable                                                                 $  1,568       $ 2,271  
   Accrued liabilities                                                                 3,539         3,235  
   Deferred revenue                                                                    1,118         1,286  
   Income taxes payable                                                                    -           584  
                                                                                    --------       -------  
                                                                                                            
      Total current liabilities                                                        6,225         7,376  
                                                                                                            
Deferred income taxes                                                                      -           198  
Deferred performance bonuses                                                             580           580  
Stockholders' equity                                                                                        
   Preferred stock; authorized, 1,000,000 shares of                                                         
   $.01 par value; no shares issued or outstanding                                         -             -  
                                                                                                            
   Common stock; authorized, 30,000,000 shares of                                                           
   $.01 par value; issued and outstanding, 7,634,325 as of                                                  
   June 30, 1997 and 7,559,735 as of December 31, 1996                                    76            76  
                                                                                                            
   Additional paid-in capital                                                         42,548        40,986  
                                                                                                            
   Retained earnings                                                                   3,262         1,084  
                                                                                                            
   Stockholders' notes receivable                                                       (698)         (698)
                                                                                    --------       -------  
      Total stockholders' equity                                                      45,188        41,448  
                                                                                    --------       -------  
      Total Liabilities and Stockholders' Equity                                    $ 51,993       $49,602  
                                                                                    ========       =======  
</TABLE>
        
See notes to condensed consolidated financial statements.

                                    Page 3
<PAGE>   4
           SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED      SIX MONTHS ENDED
                                                                  JUNE 30,                JUNE 30,
                                                              1997          1996      1997         1996
                                                              ---------   ---------   --------    --------
<S>                                                           <C>         <C>         <C>         <C>

Revenues                                                      $  14,013   $   8,385   $ 25,974    $ 16,547

Costs and expenses
     Cost of services                                             7,067       4,273     12,963       8,197
     Selling, general and administrative expenses                 5,328       3,172      9,925       6,250
     Executive compensation expense                                 221       1,164        444       2,600
                                                              ---------   ---------   --------    --------
        Total costs and expenses                                 12,616       8,609     23,332      17,047
                                                              ---------   ---------   --------    --------
        Earnings (loss) from operations                           1,397        (224)     2,642        (500)
Other income, principally interest income                           425           5        976           6
                                                              ---------   ---------   --------    --------
        Earnings (loss) before income taxes                       1,822        (219)     3,618        (494)
Income taxes                                                        730           -      1,440          13
                                                              ---------   ---------   --------    --------
        Net earnings (loss)                                   $   1,092   $    (219)  $  2,178    $   (507)
                                                              =========   =========   ========    ========
        Net earnings per share                                $    0.14           -   $   0.28           -
                                                              =========               ========

Pro forma earnings data
     Loss before income taxes, as reported                                $    (219)              $   (494)
     Adjustment for executive compensation expense                              899                  2,070
                                                                          ---------               --------
     Pro forma earnings before income taxes                                     680                  1,576
     Pro forma income tax expense                                               269                    625
                                                                          ---------               --------
     Pro forma net earnings                                               $     411               $    951
                                                                          =========               ========
     Pro forma net earnings per share                                     $    0.09               $   0.20
     Weighted average number of common                                    =========               ========
       and common equivalent shares outstanding                   7,752       4,824      7,688       4,824
                                                              =========   =========   ========    ========

</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>
                                                                                     SIX MONTHS ENDED JUNE 30,
                                                                                     1997                1996
                                                                                     ----                ----
                                                                                     
<S>                                                                                  <C>               <C>

Cash flows from operating activities:
  
  Net earnings (loss)                                                                $   2,178         $ (507)
  Adjustments to reconcile net earnings (loss)
    to net cash provided by (used in) operating activities:
    Depreciation                                                                           450            204
    Amortization of goodwill                                                                97              -
    Bad debt expense                                                                       157             59
    Deferred income taxes                                                                 (287)           (17)
    Changes in operating assets and liabilities:
       Accounts receivable                                                                (793)        (1,799)
       Accrued interest receivable and prepaid expenses                                     79            (51)
       Accounts payable                                                                   (703)           (72)
       Accrued liabilities                                                                 304          2,270
       Deferred revenue                                                                   (168)          (526)
       Income taxes payable                                                               (651)            30
                                                                                     ---------         ------
         Net cash provided by (used in) operating activities                               663           (409)

Cash flows used in investing activities:
    Purchase of The Kaufman Group                                                       (3,407)             -
    Purchases of property and equipment                                                 (1,907)          (479)
                                                                                     ---------         ------
         Net cash used in investing activities                                          (5,314)          (479)

Cash flows from financing activities:
    Proceeds from lines of credit, net                                                       -            630
    Repayment of note payable to stockholder                                                 -            (83)
    Principal payments on stockholders' notes receivable                                     -              1
                                                                                     ---------         ------
         Net cash provided by financing activities                                           -            548
                                                                                     ---------         ------
Net decrease in cash                                                                    (4,651)          (340)

Cash and cash equivalents, beginning of period                                          36,630            455
                                                                                     ---------         ------
Cash and cash equivalents, end of period                                             $  31,979         $  115
                                                                                     =========         ======

Supplemental disclosure of cash flow information:
    Interest expense                                                                         -         $   12
    Income tax payments                                                              $   2,374         $   12
    Non-cash acquisition costs (issuance of common stock
     for The Kaufman Group)                                                          $   1,600              -
</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)
                                 JUNE 30, 1997


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
and six-month periods ended June 30, 1997 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1997.

    These financial statements should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto included in the
Company's 1996 annual report on Form 10-K filed by the Company with the
Securities and Exchange Commission on March 31, 1997.

NOTE 2 - PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS

    The following pro forma adjustments have been made to the 1996 historical
results of operations to make the presentation more comparable in relation to
1997's actual results:

    (a)   Elimination of executive compensation expense (including bonuses) in
excess of the amount that would have been paid had the compensation limiting
agreements, for the majority stockholder and two other executive officers,
which became effective concurrent with the closing of the Company's initial
public offering of common stock on October 16, 1996 ("IPO"), been effective
throughout such periods.

    (b)   Computation of federal income taxes assuming an effective tax rate of
40% for the three months and six months ended June 30, 1996, which would have
been recorded had one of the Company's subsidiaries, Superior Consultant
Company, Inc., been a C corporation and after eliminating the executive
compensation expense in (a).

NOTE 3 - PRO FORMA NET EARNINGS PER SHARE

    Pro forma net earnings per share is computed based on the weighted average
number of shares of Common Stock outstanding during the respective periods, and
includes the dilutive effect of unexercised stock options using the treasury
stock method.







                                   Page 6
<PAGE>   7


NOTE 4 - ACQUISITION

    Effective March 12, 1997, the Company purchased a healthcare consulting
business in California, The Kaufman Group,  for $3.2 million in cash, $1.6
million of newly-issued common stock, and a maximum additional payment of $1.45
million in cash over a three-year period.   The acquisition is recorded using
the purchase method of accounting.  The entire purchase price has been
allocated to goodwill and will be amortized over 15 years.

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENT

        The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share, which is effective
for financial statements issued after December 15, 1997.  Early adoption of the
new standard is not permitted.  The new standard eliminates primary and fully
diluted earnings per share and requires presentation of basic and diluted
earnings per share together with disclosure of how the per share amounts were
computed.  The adoption of this new standard is not expected to have a material
impact on the disclosure of earnings per share in the financial statements. The
effect of adopting this new standard has not been determined.







                                   Page 7
<PAGE>   8


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," "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 certain 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 the risk factors identified in
the Company's Registration Statement on Form S-1 (File No. 333-10213).

    The Company conducts business through its two wholly-owned operating
subsidiaries, Superior Consultant Company Inc. ("Superior") and Enterprise
Consulting Group ("Enterprise", formerly "Unitive Corporation").  Superior is a
leading healthcare consulting firm that provides a wide range of information
technology (IT) consulting and strategic and operations management consulting
services to a broad cross-section of healthcare industry participants and
healthcare information system vendors.  Enterprise assists clients in various
industries in developing, designing, implementing and maintaining groupware and
intranet and web based information systems and solutions, as well as enterprise
messaging and custom applications and legacy systems integration.

    The Company derives substantially all of its revenues from fees for
professional services, the substantial majority of which are billed at
contracted hourly rates.  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 typically 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, which is
distinguishable from the Company's general method of billing on a time and
materials basis.  The Company recognizes revenue on fixed fee projects using
the percentage of completion basis.  To date in 1997, the Company has increased
the number and size of projects billed on a fixed-fee basis.  Increased use of
fixed-fee contracts subjects the Company to increased risks, including cost
overruns.  To date in 1997, the Company has been awarded two significant
contracts to provide healthcare IT outsourcing services.  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.







                                   Page 8
<PAGE>   9


    The Company's historical revenue growth is attributable to various factors,
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.  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 has sought to address this issue by adding an additional variable
portion of compensation payable upon the achievement of measurable performance
goals.

    The Company's cost of services as a percentage of revenues is also impacted
by its consultant utilization.  The Company manages 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 may
result in periods when consultants are not fully utilized.  An unanticipated
termination of a significant project could cause the Company to experience
lower consultant utilization, resulting in a higher than expected number of
unassigned consultants. In addition, the establishment of new practice areas
and the hiring of consultants in peak hiring periods have resulted in periods
of lower consultant utilization (and resulting downward pressure on margins)
until project volume increases in these new areas.  In the future, the
establishment of new practice areas, as well as further geographic expansion,
could from time to time adversely affect utilization.  Variations in consultant
utilization would 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.

    Selling, general and administrative expenses include the costs of
recruiting, continuing education, marketing, facilities, equipment
depreciation, and administration, including compensation and benefits.
Selling, general and administrative expenses as a percentage of total revenues
has decreased over the past three full fiscal years as the Company has
leveraged its infrastructure expense across its growing revenue base.

    Prior to the IPO, executive compensation expense consisted of salaries,
formula bonuses and discretionary bonuses paid to the majority stockholder and
two other key executives.  The Company's historical levels of executive
compensation were related primarily to the Company's status as a Subchapter S
corporation and period to period increases in executive compensation expense
were related primarily to the Company's period to period earnings growth.  The
Company has entered into agreements with these individuals effective upon the
closing of the IPO through December 31, 1997, which provide maximum annual
compensation in an aggregate amount of $1,060,000 for these three key
executives, comprised of base salary, and bonus amounts to be awarded based on
the attainment of certain financial performance criteria.  The foregoing
compensation arrangements for these three officers did not apply to amounts
paid on or prior to the closing of the IPO.










                                   Page 9
<PAGE>   10


    The pro forma statement of operations data reflects an adjustment for
executive officer compensation for the three months and six months ended June
30, 1996 to eliminate the amount by which key executive compensation paid in
such periods was in excess of the estimated compensation that would have been
paid under the recently adopted executive compensation agreements, as if such
agreements were in place throughout such periods.  The estimated amount payable
under the executive compensation agreements was calculated by assuming the
payment to the executive officers of their base salaries plus 100% of their
potential bonus for the applicable period.

    From January 1, 1987 to October 9, 1996 Superior was treated as a
Subchapter S corporation for federal income tax purposes under Subchapter S of
the Internal Revenue Code and for certain state income tax purposes.  As a
result, substantially all of the income of Superior during this period was
taxed directly to its stockholders rather than Superior.  In addition, prior to
January 1, 1995, Enterprise was taxed as a Subchapter S corporation and
thereafter as a Subchapter C corporation.  Since the IPO, the Company, Superior
and Enterprise were subject to corporate federal income taxation on a
consolidated basis as Subchapter C corporations.

    The pro forma statement of operations data reflects an adjustment to
federal income taxes for the three months and six months ended June 30, 1996,
assuming Superior had been operating as a C corporation during such periods,
and reflects an effective tax rate of 40.0%, after giving effect to the
executive officer compensation expense adjustments.

    In connection with the termination of Superior's S corporation status, in
the fourth quarter of 1996 the Company recorded deferred income taxes of
approximately $130,000 in accordance with Statement of Financial Accounting
Standards No. 109," Accounting for Income Taxes."  This income tax expense was
in addition to income tax expense otherwise incurred in such quarter and was
incurred upon termination of the Company's S corporation status.


THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996

    Revenues.    Revenues increased by $5.6 million, or 67.1%, to $14.0 million
for the three months ended June 30, 1997, as compared to $8.4 million for the
three months ended June 30, 1996.  The revenue increase was due primarily to
continued strong growth in core lines of business, as well as a full quarter of
activity from the two new  outsourcing contracts and The Kaufman Group, all of
which closed in the first quarter of 1997.

    Cost of Services.    Cost of services increased by $2.8 million, or 65.4%,
to $7.1 million for the three months ended June 30, 1997, as compared to $4.3
million for the three months ended June 30, 1996.  The increase was due to the
hiring of additional consultants required to support the Company's revenue
growth, as well as the costs of services associated with the two new
outsourcing agreements and The Kaufman Group activity. Cost of services as a
percentage of revenue decreased to 50.4% for the three months ended June  30,
1997, as compared to 51.0% for the three months ended June 30, 1996.  This
slight reduction was caused by an increase in average consultant utilization
due to the activity associated with the two new outsourcing agreements.









                                   Page 10
<PAGE>   11


THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
(CONTINUED)

    Selling, general and administrative expenses.    Selling, general and
administrative expenses increased by $2.1 million, or 68.0%, to $5.3 million
for the three months ended June 30,1997, as compared to $3.2 million for the
three months ended June 30, 1996.  This increase was due to incentive and other
compensation expenses associated with the addition of key personnel during the
first quarter in the areas of business development, outsourcing, and legal
services to pursue the Company's multi-faceted growth strategies, as well as
higher recruiting and training expenses consistent with the Company's growth.
Selling, general and administrative expenses as a percentage of revenues
increased slightly to 38.0% from 37.8% primarily due to the inclusion of
goodwill amortization related to the acquisition of The Kaufman Group.

    Executive compensation expense.    Executive compensation expense decreased
by $943,000 to $221,000 for the three months ended June 30, 1997, as compared
to $1,164,000 for the three months ended June 30, 1996.  As discussed
previously, prior to the IPO, the Company's historical levels of executive
compensation were related primarily to the Company's status as a Subchapter S
corporation and executive compensation expense was related primarily to the
Company's earnings.

    Other income.   Other income increased by $420,000 to $425,000 for the
three months ended June 30, 1997, as compared to $5,000 for the three months
ended June 30, 1996.  This increase was due primarily to interest earned on the
investment of the majority of the net proceeds of approximately $39.7 million
from the IPO in October, 1996.


SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

    Revenues.   Revenues increased by $9.5 million, or 57.0%, to $26.0 million
for the six months ended June 30, 1997, as compared to $16.5 million for the
six months ended June 30, 1996.  The revenue growth was due primarily to strong
growth in core lines of business, and activity associated with both the  two
new  outsourcing contracts and  The Kaufman Group.

    Cost of Services. Cost of services increased by $4.8 million, or 58.1%, to
$13.0 million for the six months ended June 30, 1997, as compared to $8.2
million for the six months ended June 30, 1996.  The increase was due to the
hiring of additional consultants required to support the Company's revenue
growth, as well as the costs of services associated with the two new
outsourcing agreements and The Kaufman Group activity. Cost of services as a
percentage of revenue increased to 49.9% for the six months ended June  30,
1997, as compared to 49.5% for the six months ended June 30, 1996.  This
increase is attributable to the increase in the Company's consultant base which
grew by approximately 40% during the first six months of 1997.   This resulted
in slightly lower consultant utilization during start-up, which was partially
offset by the variable portion of compensation payable to these consultants,
which is contingent upon achievement of measurable performance goals.












                                   Page 11
<PAGE>   12


SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
(CONTINUED)

    Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $3.6 million, or 58.8%, to $9.9 million
for the six months ended June 30,1997, as compared to $6.3 million for the six
months ended June 30, 1996.  This increase was due to incentive and other
compensation expenses associated with the addition of  key personnel during the
first quarter in the areas of business development, outsourcing, and legal
services to pursue the Company's multi-faceted growth strategies, as well as
higher recruiting and training expenses consistent with the Company's growth.
Selling, general and administrative expenses as a percentage of revenues
increased to 38.2% for the six months ended June 30, 1997, as compared to 37.8%
for the six months ended June 30, 1996.   This increase was due to the
inclusion of goodwill amortization relating to the acquisition of The Kaufman
Group.

    Executive compensation expense. Executive compensation expense decreased by
$2,156,000 to $444,000 for the six months ended June 30, 1997, as compared to
$2,600,000 for the six months ended June 30, 1996.   As discussed previously,
prior to the IPO, the Company's historical levels of executive compensation
were related primarily to the Company's status as a Subchapter S corporation
and executive compensation expense was related primarily to the Company's
earnings.

    Other Income. Other income increased by $970,000 to $976,000 for the six
months ended June 30, 1997, as compared to $6,000 for the six months ended June
30, 1996.  This increase was due primarily to interest earned on the investment
of the majority of the net proceeds of approximately $39.7 million from the IPO
in October, 1996.


LIQUIDITY AND CAPITAL RESOURCES

    The Company's primary capital needs have been to fund the growth in working
capital required to support its growth in revenues.  Prior to the IPO,  the
Company's primary source of liquidity was cash flow from operations.  The
Company believes that funds generated from operations, together with the
remaining proceeds received from its IPO and available credit under its bank
credit facility, will be sufficient to finance its working capital and capital
expenditure requirements for at least the next 12 months.

    At June 30, 1997, the Company had cash and cash equivalents of $32.0
million and working capital of $36.8 million.  Working capital at June 30, 1997
represents a decrease of $2.9 million from December 31, 1996 resulting
primarily from purchases of property and equipment and the acquisition of The
Kaufman Group in March, 1997.

    The Company has an unsecured line of credit arrangement at Comerica Bank
N.A. of $3.0  million, which bears interest at the current prime rate.  As of
June 30, 1997, the Company had no amounts outstanding under this line of credit
arrangement.









                                   Page 12
<PAGE>   13



LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

    Net cash provided by operating activities for the six months ended June 30,
1997  was $663,000, compared with net cash used in operations of $409,000 for
the six months ended June 30,1996.  The increase in cash provided by operations
is primarily due to higher earnings before depreciation and goodwill in the
current period; partially offset by an increase in accounts receivable and
decreases in accounts payable and income taxes payable.

    Net cash used in investing activities of $5.3 million during the six months
ended June 30, 1997 consists of additions to property and equipment and the
acquisition of The Kaufman Group.

    Net cash provided by financing activities during the six months ended June
30, 1996 was principally the result of borrowings on the Company's lines of
credit to fund operations and purchases of property and equipment.  There were
no cash flows from financing activities during the six months ended June 30,
1997.

    The company does not believe that inflation has had a material effect on
the results of its operations in the past three years.







                                   Page 13
<PAGE>   14


PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.

     On May 14, 1997 the Company held its annual meeting of stockholders.
Stockholders of the Company voted in favor of the election of Douglas S. Peters
and Bernard J. Lachner to the Company's board of directors. Mr. Peters and Mr.
Lachner were each elected to serve a three-year term expiring at the Company's
annual meeting in 2000. In the election of Mr. Peters, 6,895,149 total votes
were cast in favor and 4,890 votes were withheld. In the election of Mr.
Lachner, 6,895,149 total votes were cast in favor and 4,890 votes were 
withheld.  In addition to Mr. Peters and Mr. Lachner, the other directors
serving on the Company's six-person board of directors are Donald Simborg, M.D.
and Reginald Ballantyne III (each with terms continuing until 1998), and Richard
Helppie, Jr. and Richard Saslow (each with terms continuing until 1999).

Item 5. Other Information

     On July 29, 1997, the Company completed a business combination with COMSUL,
Ltd., a California corporation specializing in information systems,
telecommunications, and corporate facilities and organizational design for a 
wide range of clients ("Comsul"). The business of Comsul will be combined with
the business of the Company's Enterprise Consulting Group, Inc. subsidiary. The
transaction was consummated as a merger involving the issuance of shares of the
Company's Common Stock having a value of approximately $8.3 million based on a
market trading average over a period ending immediately prior to the first
public announcement of the transaction on June 24, 1997. Reference is made to
the Agreement and Plan of Merger, a copy of which is filed as an exhibit hereto.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

   (a)  Exhibits

        10.17*    Plan and Agreement of Merger, dated July 28, 1997, among
                  Superior Consultant Holdings Corporation, CMSL Acquisition
                  Corp., COMSUL, LTD., and certain shareholders of COMSUL, LTD.

        27*       Financial Data Schedule for the Quarter Ended June 30, 1997

        99.2*     Press Release dated July 29, 1997



   (b)       Form 8-K/A

             The Company filed a Current Report on Form 8-K/A, dated May 27,
             1997, relating to Form 8-K, dated March 26, 1997
             announcing the acquisition by the Company's wholly-owned
             subsidiary, Superior Consultant Company, Inc., of all the
             outstanding securities of The Kaufman Group, a healthcare
             consulting corporation organized under the laws of California. 
             The Current Report on Form 8 K/A included required financial
             statements with respect to The Kaufman Group for the year ended
             December 31, 1996 and pro forma financial information for the year
             ended December 31, 1996 presenting the historical results of the
             Company combined with The Kaufman Group and the pro forma
             adjustments as if the acquisition had been made at the beginning
             of the period presented.
        
___________________

*   Filed herewith







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<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
                               
                               
Date         August 6, 1997    By: /s/ Richard D. Helppie, Jr.  
             ------------------   ---------------------------  
                                   Richard D. Helppie, Jr, 
                                   President, Chief Executive Officer 
                                   (Principal Executive Officer)
                               
Date         August 6, 1997    By: /s/ James T. House 
             ------------------   ---------------------------
                                   James T. House 
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)














                                   Page 15
<PAGE>   16

                              INDEX TO EXHIBITS


EXHIBIT NO.             DESCRIPTION

10.17                   Plan and Agreement of Merger, dated July 28, 1997, among
                        Superior Consultant Holdings Corporation, CMSL 
                        Acquisition Corp., COMSUL, LTD., and certain 
                        shareholders of COMSUL, LTD.

27                      Financial Data Schedule for the Quarter Ended June 30,
                        1997

99.2                    Press Release dated July 29, 1997