<PAGE>                                                             
                              
                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON D.C.  20549
                              
                          FORM 10-Q
                      ----------------
                              
                              
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                              
            For the quarter ended August 31, 1998
                              
               Commission file number 0-19433
                              
                              
                          [LOGO]    
                              
                              
                              
                Technology Solutions Company
            Incorporated in the State of Delaware
           Employer Identification No. 36-3584201
                              
                              
                  205 North Michigan Avenue
                         Suite 1500
                  Chicago, Illinois  60601
                       (312) 228-4500
                              
                              
                              


  TSC (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, and (2) HAS
BEEN subject to such filing requirements for the past 90 days.

  As of October 6, 1998, there were outstanding 40,803,660
shares of TSC Common Stock, par value $.01.

















 <PAGE>

                  TECHNOLOGY SOLUTIONS COMPANY
                       Index to Form 10-Q
--------------------------------------------------------------             
                                
                                
                             Part I
                                                          Page
                                                         Number
                                                         ------
FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS
   Consolidated Balance Sheets as of
     August 31, 1998 and May 31, 1998                      3
     
   Consolidated Statements of Income
     for the Three Months Ended August 31, 1998 and 1997   4
     
   Consolidated Statements of Cash Flows
     for the Three Months Ended August 31, 1998 and 1997   5
     
   Notes to Consolidated Financial Statements              6
     
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    11
      
                                
                             Part II
                                
OTHER INFORMATION

   Item 6                                                 18
     
SIGNATURES                                                19

EXHIBIT INDEX                                             20






--------------------------------------------------------------
                             Page 2







 <PAGE>


                      PART I.  FINANCIAL INFORMATION
-------------------------------------------------------------------------
ITEM 1.  Financial Statements

                       TECHNOLOGY SOLUTIONS COMPANY
                        CONSOLIDATED BALANCE SHEETS
              (In thousands, except share and per share data)
                                  ASSETS
                                  ------   
                                                   August 31,    May 31,
                                                        1998       1998
                                                     --------    -------
                                                    (unaudited)
CURRENT ASSETS:                                     
  Cash and cash equivalents                         $  39,802   $  38,458
  Marketable securities                                30,847      27,973
  Receivables, less allowance
     for doubtful receivables of $4,039 and $3,246     77,911      72,114
  Deferred income taxes                                 7,892       7,448
  Other current assets                                 15,229      12,750
                                                      -------     -------
    Total current assets                              171,681     158,743

COMPUTERS, FURNITURE AND EQUIPMENT, NET                 9,765       9,515

LONG-TERM INVESTMENTS                                      --       1,200

COST IN EXCESS OF NET ASSETS OF ACQUIRED
   BUSINESSES AND OTHER INTANGIBLES                    16,893      13,535

LONG-TERM RECEIVABLES AND OTHER                        12,705      14,155
                                                     --------    --------
    Total assets                                     $211,044    $197,148
                                                     ========    ========
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                   $  3,349    $  1,931
  Accrued compensation and related costs               18,551      20,982
  Capitalized lease obligations                            --          79
  Deferred compensation                                15,633      13,566
  Other current liabilities                             6,615       4,784
                                                      -------     -------
    Total current liabilities                          44,148      41,342
                                                      -------     -------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; shares authorized -
     10,000,000; none issued                               --          --
  Common stock, $.01 par value; shares authorized -
    50,000,000; shares issued - 40,454,906                405         403
  Capital in excess of par value                       89,627      85,089
  Retained earnings                                    78,023      72,463
  Unrealized holding gain/(loss)                           26         (42)
  Cumulative translation adjustment                    (1,185)     (1,209)
                                                      -------     -------
                                                      166,896     156,704
Less:  Treasury Stock, at
        cost (0 and 381,186 shares)                        --        (898)
                                                     --------    --------
       Total stockholders' equity                     166,896     155,806
                                                     --------    --------
       Total liabilities and stockholders' equity    $211,044    $197,148
                                                     ========    ========
The accompanying Notes to Consolidated Financial Statements are an integral
                    part of this financial information.
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                             Page 3

<PAGE>
                       TECHNOLOGY SOLUTIONS COMPANY
                                     
                     CONSOLIDATED STATEMENTS OF INCOME
                   (In thousands, except per share data)
                                     
                                                     For the Three Months
                                                       Ended August 31,
                                                      ------------------
                                                        1998      1997
                                                      -------   --------
                                                         (unaudited)
REVENUES:
 Professional fees                                    $85,561     $60,358
 Software and hardware products                             8          49
                                                      -------     -------
                                                       85,569      60,407
                                                      -------     -------
COSTS AND EXPENSES:
 Project personnel                                     39,296      28,151
 Other project expenses                                13,219       9,194
 Management and administrative support                 17,765      11,845
 Goodwill amortization                                  1,120         877
 Incentive compensation                                 5,238       3,650
                                                      -------     -------
                                                       76,638      53,717
                                                      -------     -------

 OPERATING INCOME                                       8,931       6,690
                                                      -------     -------
OTHER INCOME (EXPENSE):
 Net investment income                                    779         383
 Interest expense                                         (29)         (9)
                                                      -------      ------
                                                          750         374
                                                      -------      ------
INCOME BEFORE INCOME TAXES                              9,681       7,064

INCOME TAX PROVISION                                    4,121       3,105
                                                      -------     -------
NET INCOME                                            $ 5,560     $ 3,959
                                                      =======     =======
EARNINGS PER COMMON SHARE                             $  0.14     $  0.11
                                                      =======     =======
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                             40,212      37,772
                                                      =======     =======
EARNINGS PER COMMON SHARE
 ASSUMING DILUTION                                    $  0.13     $  0.09
                                                      =======     =======
WEIGHTED AVERAGE NUMBER OF COMMON
   AND COMMON EQUIVALENT SHARES OUTSTANDING            43,536      41,964
                                                      =======     =======
The accompanying Notes to Consolidated Financial Statements are an integral
                    part of this financial information.
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<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY
                                     
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                                        For the
                                                     Three Months Ended
                                                         August 31,
                                                     -------------------
                                                       1998        1997
                                                     -------      ------
                                                         (unaudited)
     CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                      $ 5,560    $ 3,959
       Adjustments to reconcile net income to net
        cash from operating activities:
         Depreciation and amortization                  2,741      1,582
         Provisions for receivable valuation allowances 
            and reserves for possible losses            1,103        910
         Loss (gain) on sale of investments                18        (37)
         Deferred income taxes                           (428)    (1,451)
     
         Changes in assets and liabilities:
           Receivables                                 (7,020)    (9,512)
           Purchases of trading securities related 
             to defered compensation program           (2,067)    (3,866)
           Refundable income taxes                         --      1,320
           Other current assets                          (399)      (508)
           Accounts payable                             1,436     (1,382)
           Accrued compensation and related costs      (2,408)    (3,494)
           Deferred compensation funds from employees   2,067      3,866
           Other current liabilities                    4,487      4,055
           Other assets                                  (572)    (1,047)
                                                        -----      -----
             Net cash provided by (used in)
               operating activities                     4,518     (5,605)
                                                        -----      -----
     CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of available-for-sale securities        (1,725)        --
      Proceeds from available-for-sale securities       1,235      1,000
      Proceeds from held-to-maturity investments        1,200      2,290
      Capital expenditures, net                        (1,291)    (1,201)
      Net assets of acquired businesses
        and other investments                          (5,467)    (7,360)
      Capitalized lease obligation                        (79)        54
                                                        -----      -----
        Net cash used in investing activities          (6,127)    (5,217)
                                                        -----      -----
     CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from exercise of stock options           1,515      3,528
      Proceeds from employee stock purchase plan        1,208        655
                                                        -----      -----
             Net cash provided by financing activities  2,723      4,183
                                                        -----      -----
     EFFECT OF EXCHANGE RATE CHANGES ON CASH
      AND CASH EQUIVALENTS                                230       (381)
                                                        -----      -----
     INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS    1,344     (7,020)
     
     CASH AND CASH EQUIVALENTS, BEGINNING
        OF PERIOD                                      38,458     27,951
                                                      -------    -------
     CASH AND CASH EQUIVALENTS, END OF PERIOD         $39,802    $20,931
                                                      =======    =======
     
     The accompanying Notes to Consolidated Financial Statements are an
     integral part of this financial information.
-------------------------------------------------------------------------
                             Page 5

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
-------------------------------------------------------------------------

NOTE 1-BASIS OF PRESENTATION

The  consolidated financial statements include  the  accounts  of
Technology   Solutions   Company  and   its   subsidiaries   (the
"Company"). The consolidated statements of income for  the  three
months  ended August 31, 1998 and 1997, the consolidated  balance
sheet  as  of August 31, 1998 and the consolidated statements  of
cash  flows for the three months ended August  31, 1998 and  1997
have  been prepared by the Company without audit. In the  opinion
of management, these financial statements include all adjustments
necessary  to present fairly the financial position,  results  of
operations  and  cash flows as of August 31,  1998  and  for  all
periods  presented. All adjustments made have been  of  a  normal
recurring  nature.  Certain information and  footnote  disclosure
normally  included  in  the  financial  statements  prepared   in
accordance  with  generally accepted accounting  principles  have
been  condensed  or  omitted.  The  Company  believes  that   the
disclosures included are adequate and provide a fair presentation
of  interim period results. Interim financial statements are  not
necessarily indicative of financial position or operating results
for  an entire year. It is suggested that these interim financial
statements  be  read  in conjunction with the  audited  financial
statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1998  filed
with  the United States Securities and Exchange Commission  (SEC)
on August 28, 1998.

Certain  previously  reported amounts have been  reclassified  to
conform  with  the  current  period presentation,  including  the
restatement  of earnings per common share, earnings  per  common
share assuming dilution, weighted average number of common shares
outstanding,  and  weighted average number of common  and  common
equivalent  shares outstanding, to reflect all of  the  Company's
prior  stock  splits,  including the  three-for-two  stock  split
effected  as  a  50 percent stock dividend effective  August  10,
1998.

NOTE 2-THE COMPANY

The  Company  delivers business benefits through  consulting  and
systems integration services that help clients transform customer
relationships  and  improve  operations.  The  Company's  clients
generally  are  located  throughout the  United  States,  and  in
Europe, Latin America, and Canada.

NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES   OF   CONSOLIDATION-The   accompanying   consolidated
financial statements include the accounts of the Company and  all
of  its  subsidiaries. All significant intercompany  transactions
have  been  eliminated. Acquired businesses are included  in  the
results of operations since their acquisition dates.

REVENUE RECOGNITION-The Company derives substantially all of  its
revenues from information technology (IT), strategic business and
management  consulting,  systems  integration,  programming,  and
packaged  software integration and implementation  services.  The
Company  operates  in one industry segment  -  providing  IT  and
strategic  business consulting services to major  companies.  The
Company  recognizes  revenue on contracts as  work  is  performed

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                             Page 6

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
------------------------------------------------------------------------

primarily  based on hourly billing rates. Out-of-pocket  expenses
are   presented  net  of  amounts  billed  to  clients   in   the
accompanying  consolidated statements of  income.  Contracts  are
performed in phases. Losses on contracts, if any, are reserved in
full  when  determined.  Revenue from licensing  of  software  is
recognized  upon  delivery of the product. The Company  does  not
presently  have any significant maintenance and support contracts
for software licensed to clients. Revenue from hardware sales  is
recognized upon delivery.

CASH AND CASH EQUIVALENTS-The Company considers all highly liquid
investments  readily convertible into cash to be cash equivalents
with  original maturities of three months or less.  These  short-
term investments are carried at cost plus accrued interest, which
approximates market.

MARKETABLE   SECURITIES-The   Company's   marketable   securities
primarily  consist  of preferred stocks. These preferred  stocks,
all  of  which are classified as available-for-sale, are reported
at  fair  value, with unrealized gains and losses  excluded  from
earnings  and  reported as a net after-tax amount in  a  separate
component  of stockholders' equity until realized. The  Company's
investments  related to the executive deferred compensation  plan
are  classified as trading securities, with unrealized gains  and
losses  included  in  the  Company's consolidated  statements  of
income.  Realized gains or losses are determined on the  specific
identification method.

COMPUTERS,  FURNITURE  AND  EQUIPMENT-Computers,  furniture   and
equipment  are carried at cost and depreciated on a straight-line
basis  over their estimated useful lives. Useful lives  generally
are five years or less.

COST IN EXCESS OF NET ASSETS OF ACQUIRED BUSINESSES-The excess of
cost over the fair market value of the net identifiable assets of
businesses  acquired (goodwill) is amortized on  a  straight-line
basis, typically over a five-year period.

SOFTWARE   DEVELOPMENT  COSTS-The  Company  capitalizes   certain
software  development  costs  once technological  feasibility  is
established in accordance with Statement of Financial  Accounting
Standards  (SFAS) No. 86, "Accounting for the Costs  of  Computer
Software  to be Sold, Leased or Otherwise Marketed." Amortization
of software costs is the greater of the amount computed using the
(a)   ratio  of  current  revenues  to  the  total  current   and
anticipated future revenues or (b) the straight-line method  over
the estimated economic life of the product.

FOREIGN  CURRENCY  TRANSLATION-All  assets  and  liabilities   of
foreign  subsidiaries are translated to U.S. dollars  at  end  of
period exchange rates. Income and expense items are translated at
average   exchange  rates  prevailing  during  the  period.   The
resulting translation adjustments are recorded as a component  of
stockholders' equity. The functional currencies for the Company's
foreign subsidiaries are their local currencies. Gains and losses
from  foreign  currency  transactions of these  subsidiaries  are
included in the consolidated statements of income.

------------------------------------------------------------------------
                             Page 7

<PAGE>
                         TECHNOLOGY SOLUTIONS COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
-------------------------------------------------------------------------

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS-The  carrying  values  of
current   assets   and  liabilities  and  long-term   receivables
approximated their fair values at August  31, 1998  and  May  31,
1998.  Investments pertaining to a minor investment in a  company
for  which  fair  value is not readily available is  believed  to
approximate its carrying amount.

STOCK-BASED  COMPENSATION-The Company  accounts  for  stock-based
compensation  using  the  intrinsic value  method  prescribed  in
Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock   Issued   to   Employees,"  and  related  interpretations.
Accordingly, the Company recognizes no compensation  expense  for
its fixed stock option plan or employee stock purchase plan.

INCOME  TAXES-The Company files its federal and state income  tax
returns  on  a  calendar  year  basis.  The  current  income  tax
provision   represents the Company's federal, state  and  foreign
income taxes for the fiscal year as though tax returns were filed
on a fiscal year basis ending on May 31.

The  Company  uses an asset and liability approach  to  financial
accounting and reporting for income taxes. Deferred income  taxes
are  provided  when  tax laws and financial accounting  standards
differ  with respect to the amount of income for a year  and  the
basis  of  assets and liabilities. The Company does  not  provide
U.S.  deferred  income taxes on earnings of foreign  subsidiaries
which are expected to be indefinitely reinvested.

ESTIMATES AND ASSUMPTIONS-The preparation of financial statements
in  conformity  with  Generally  Accepted  Accounting  Principles
requires  management to make assumptions that affect the reported
amounts  of  assets and liabilities at the date of the  financial
statements  and  the  reported amounts of revenues  and  expenses
during  the  reporting period. Actual results could  differ  from
those estimates.

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                             Page 8

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
-------------------------------------------------------------------------

NOTE 4-EARNINGS PER COMMON SHARE

The  Company  adopted SFAS No. 128, "Earnings Per Share,"  as  of
February  28,  1998.  The  Company discloses  basic  and  diluted
earnings per share in the consolidated statements of income under
the  provisions  of  SFAS  No. 128.  Earnings  per  common  share
assuming  dilution  is computed by dividing  net  income  by  the
weighted average number of common shares outstanding during  each
period presented, including common equivalent shares arising from
the   assumed  exercise  of  stock  options,  where  appropriate.
Earnings  per common share is computed by dividing net income  by
the  weighted average number of common shares outstanding  during
each  period presented. All share and per share amounts have been
adjusted  to  reflect  all of the Company's prior  stock  splits,
including  the  three-for-two stock split  effective  August  10,
1998.


                 Reconciliation of Basic and Diluted EPS
               ----------------------------------------------
                  August 31, 1998         August 31, 1997
               ---------------------     --------------------
                                Per                      Per
                Net           Common      Net          Common
               Income   Shares Share     Income Shares  Share
               ------   ------ -----     ------ ------  -----
Basic EPS      $5,560   40,212 $0.14     $3,959  37,772 $0.11
                               =====                    =====
                                                       
Effect of                                         
Stock Options      --   3,324                --   4,192
               ------  ------            ------  ------                         
Diluted EPS    $5,560  43,536  $0.13     $3,959  41,964 $0.09
               ======  ======  =====     ======  ====== =====

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                             Page 9




<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
-------------------------------------------------------------------------

NOTE 5-STOCK OPTIONS

As of August 31, 1998, options to purchase 10.3 million shares of
common  stock  were  outstanding  and  options  to  purchase   an
additional 1.5 million shares of common stock were available  for
grant under the Technology Solutions Company 1996 Stock Incentive
Plan.

NOTE 6-COMPREHENSIVE INCOME

In  June  1997, the Financial Accounting Standards  Board  (FASB)
issued  SFAS  No.  130,  "Reporting Comprehensive  Income."  This
statement  establishes new standards for reporting and displaying
comprehensive income and its components in a full set of general-
purpose  financial statements. This statement  is  effective  for
fiscal  years  beginning after December  15,  1997  and  requires
reclassification  of  prior  period  financial  statements.   The
Company's  comprehensive income consists of net  income,  foreign
currency  translation  adjustments and unrealized  holding  gains
(losses)  of  available-for-sale securities. Total  comprehensive
income  for the three months ended August 31, 1998 and 1997,  was
$5,652  and  $3,777,  respectively. Foreign currency  translation
adjustments, net of tax, amounted to $24 and $(140) for the three
months  ended  August 31, 1998 and August 31, 1997, respectively.
Unrealized   holding   gains   (losses)   of   available-for-sale
securities  amounted to $68 and $(42) for the three months  ended
August 31, 1998 and August 31, 1997, respectively.

NOTE 7-SUBSEQUENT EVENT

On   October  1,  1998,  at  the  Company's  Annual  Meeting   of
Stockholders, stockholders approved an increase in the authorized
number  of  shares of Common Stock of the Company from 50,000,000
shares to 100,000,000 shares.













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                             Page 10



<PAGE>

                  TECHNOLOGY SOLUTIONS COMPANY
                                
          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-----------------------------------------------------------------------
                                
RESULTS OF OPERATIONS

Three  Months  Ended August 31, 1998 Compared With  Three  Months
Ended August 31, 1997

Consolidated net revenues for the quarter ended August  31,  1998
increased 42 percent to $85.6 million compared with $60.4 million
for  the same period last fiscal year. The increase resulted from
domestic  revenue  growth of 53 percent, partially  offset  by  a
decrease  in  international revenue of  22  percent  due  to  the
completion  of  several  projects. The  source  of  the  domestic
revenue  growth is the continued strong demand for the  Company's
technology  and  business  consulting  services.  The   Company's
ability  to generate this additional revenue is also due  to  the
Company's  increased consulting staff from heightened  recruiting
efforts  and  the  additional staff that joined  the  Company  in
previously  reported business combinations. The additional  hours
billed  by the increased consulting staff, combined with  a  five
percent  increase  in domestic billing rates,  were  the  primary
factors in revenue growth compared to the same period a year ago.

Project  personnel costs for the quarter ended August  31,  1998,
which   represent  mainly  professional  salaries  and  benefits,
increased to $39.3 million from $28.2 million for the same period
last  fiscal  year, an increase of 40 percent. The  increase  was
primarily  due to a 28 percent increase in professional headcount
and was consistent with the higher revenues reported in the first
quarter  of  fiscal 1999. Project personnel costs as a percentage
of  net  revenues decreased slightly to 46 percent in  the  first
quarter  of fiscal 1999 from 47 percent for the same period  last
fiscal year.

The  Company charges most of its project expenses directly to the
client.  Other  project expenses consist of nonbillable  expenses
directly  incurred  for client projects and business  development
efforts  including recruiting fees, sales and marketing expenses,
personnel  training and provisions for valuation  allowances  and
reserves  for  potential  losses on  continuing  projects.  Other
project  expenses  for  the first quarter  of  fiscal  1999  were
$13.2  million,  compared  with $9.2 million  in  the  comparable
period  of  fiscal  1998,  an increase of  $4.0  million,  or  44
percent.   The  increase  in  other  project  expenses  includes:
increases  in  domestic hiring, training and  nonbillable  travel
expenses  of $1.4 million as a result of increased headcount  and
business  development;  an  increase in  domestic  practice  area
selling costs of $1.0 million; an increase in other practice area
development  costs of $0.2 million; and international  growth  of
$0.6  million.  Other  project expenses as a  percentage  of  net
revenues remained unchanged between years at 15 percent.

Management    and   administrative   support   costs    increased
$5.9  million to $17.7 million for the quarter ended  August  31,
1998 from $11.8 million for the quarter ended August 31, 1997, an
increase  of  50  percent. Approximately  $2.9  million  of  this
increase   was   attributable   to   the   investment   made   in
infrastructure over the last year, which was necessary to support
the  growth  in  business. The increase in  infrastructure  costs

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                             Page 11


<PAGE>


                  TECHNOLOGY SOLUTIONS COMPANY
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (Continued)
-----------------------------------------------------------------------

versus  the same period last year include: increased expenses  in
the  internal systems and human resources areas of $1.9  million;
higher  expenses of $0.8 million related to the expansion of  the
Company's corporate recruiting organization; and higher marketing
expenses  of  $0.2  million as a result  of  increased  corporate
marketing  efforts. The Company also incurred an additional  $3.0
million   of   management  and  administrative  costs  associated
primarily  with increased regional management and  practice  area
support  personnel.  These  costs  primarily  include  additional
domestic  regional management and practice area support personnel
of $0.8 million; practice area support related to acquisitions of
$0.4  million; international growth of $0.2 million; and  various
other  management  and administrative expenses  of  $1.6  million
which  include items such as practice area marketing, recruiting,
sales and other expenses.

Goodwill  amortization increased to $1.1 million for the  quarter
ended  August 31, 1998 compared to $0.9 million for  the  quarter
ended  August 31, 1997 from the incremental goodwill due  to  the
earn-out  payments for The Bentley Company, Inc.,  (Bentley)  and
Aspen Consultancy Ltd.

Incentive  compensation  of  $5.2 million  was  accrued  for  the
quarter  ended August 31, 1998 compared to $3.6 million  for  the
same   period  last  year.  The  increase  is  due  to  increased
headcount,  at both the consulting staff and the project  manager
levels,  as  well  as  the Company's improved profitability.  The
Company  expects  to  continue to accrue  incentive  compensation
throughout fiscal 1999.

Net  investment  income in the first quarter of fiscal  1998  was
$0.7  million compared to $0.4 million for the same period a year
ago.  The increase is a result of higher cash and cash equivalent
balances  for  the first quarter of fiscal 1999 compared  to  the
same period a year ago.

The Company's effective tax rate for the quarter ended August 31,
1998  was 43 percent compared to 44 percent for the quarter ended
August  31, 1997. The decrease in the effective tax rate  in  the
first quarter of fiscal 1999 is a result of the change in foreign
earnings.

Weighted  average  number of common shares and  weighted  average
number   of  common  and  common  equivalent  shares  outstanding
increased primarily due to the exercise of stock options and  the
issuance  of  shares under the Company's employee stock  purchase
plan.

LIQUIDITY AND CAPITAL RESOURCES

Net  cash  provided by operating activities was $4.5 million  for
the  quarter ended August 31, 1998 compared to net cash  used  in
operating activities of $5.6 million in the comparable period  of
fiscal 1997. Operating cash flow was favorably impacted by higher
net  income and other favorable working capital activities  which
were  partially offset by an increase in net receivables of  $7.0
million due to the growth of the Company's revenues.



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                             Page 12


<PAGE>


                  TECHNOLOGY SOLUTIONS COMPANY
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (Continued)
-----------------------------------------------------------------------

The  Company's  significant amount of cash, cash equivalents  and
marketable securities has provided ample liquidity to handle  the
Company's current cash requirements.

Net  cash used in investing activities was $6.1 million  for  the
quarter  ended  August 31, 1998 compared  to  net  cash  used  in
investing  activities of $5.2 million for the  same  period  last
year.  The  Company  purchased $1.7 million of available-for-sale
securities  and received $1.2 million from the sale of available-
for-sale securities. The Company, due to the maturity of  several
held-to-maturity investments, received proceeds of  $1.2  million
for  the  quarter  ended  August  31,  1998.  The  proceeds  were
transferred  to  cash  and  cash equivalents  and  reinvested  in
ongoing business activities and other equity investments.

Capital  expenditures for the quarter ended August 31, 1998  were
$1.3  million. Capital expenditures may continue at  the  current
rate  throughout  fiscal  1999 due to the  Company's  anticipated
growth.  The  Company currently has no material  commitments  for
capital expenditures.

Net cash outlays related to business acquisitions and investments
were $5.5 million for the quarter ended August 31, 1998.

The   net  cash  outlay  related  to  business  acquisitions  was
primarily  due  to a $3.0 million earn-out payment  made  in  the
first  quarter of fiscal 1999 for the acquisition of   Bentley
in June 1997. Bentley was acquired for a
combination  of  cash  and  the  Company's  common   stock.   The
transaction  was  accounted  for using  the  purchase  method  of
accounting.  Total consideration originally recorded for  Bentley
was  approximately  $12.7  million. The  initial  cash  paid  for
Bentley totaled $7.4 million in the first quarter of fiscal 1998,
and  the  Company also exchanged 44,303 shares of  the  Company's
common  stock for all the issued and outstanding stock of Bentley
and   replaced  the  employee  stock  options  outstanding  under
Bentley's stock option plan with the Company's stock options.

Net  cash  outlays due to business acquisitions also  included  a
$1.5 million earn-out payment made in the first quarter of fiscal
1999  related to the acquisition of Aspen Consultancy Ltd., which
was originally acquired in May 1996. In addition, a  $1.0 million
minority  investment  was made in NexCen  Technologies,  Inc.  to
develop multimedia, customer call center software.

The  Company has a $5.0 million unsecured line of credit facility
(the  "Facility")  with Bank of America Illinois.  The  agreement
expires  October 4, 1999. At the Company's election,  loans  made
under  the  Facility bear interest at either the Bank of  America
Illinois  reference rate or a Eurodollar loan at  the  applicable
Eurodollar interest rate plus 0.75 percent. The unused  line  fee
is  0.125  percent of the unused portion of the  commitment.  The
Facility  requires, among other things, the Company  to  maintain
certain financial ratios. As of August 31, 1998, the Company  was
in  compliance  with  these financial ratio requirements.  As  of
August 31, 1998, no borrowings had been made under the Facility.

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                             Page 13


<PAGE>


                  TECHNOLOGY SOLUTIONS COMPANY
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (Continued)
-----------------------------------------------------------------------

NEW ACCOUNTING STANDARDS

In  June  1997, the FASB issued SFAS No. 131, "Disclosures  about
Segments   of  an  Enterprise  and  Related  Information."   This
statement  establishes  new standards for  reporting  information
about  operating  segments  and is  effective  for  fiscal  years
beginning after December 15, 1997.

On  June 15, 1998, the FASB issued SFAS No. 133, "Accounting  for
Derivative Instruments and Hedging Activities." SFAS No.  133  is
effective  for  financial statements issued  for  periods  ending
after  June  15, 1999. SFAS No. 133 requires that all  derivative
instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period
in  current earnings or other comprehensive income, depending  on
whether a derivative is designated as part of a hedge transaction
and,  if  it  is,  the  type  of hedge transaction.  The  Company
anticipates   that,  due  to  its  limited  use   of   derivative
instruments,  the  adoption of SFAS  No.  133  will  not  have  a
significant effect on the Company's results of operations or  its
financial position.

Other Matters

The  Year  2000  issue  concerns the  possibility  that  computer
programs with date-sensitive software may recognize a date  using
"00"  as the year 1900, as opposed to the year 2000, because  the
programs were written using two digits rather than four to define
the  applicable year.  This could result in a system  failure  or
miscalculations causing disruptions of operations such as,  among
others,  a  temporary  inability to  process  transactions,  send
invoices, or engage in similar normal business activities.

The   Company  has  conducted  an  assessment  of  its   computer
information  systems  and is in the process  of  determining  the
nature  and  extent of the work required, if  any,  to  make  its
internal  systems  Year 2000 compliant.  The  Company's  internal
systems   can  be  grouped  in  two  principal  categories,   its
accounting  and  human resources software on the  one  hand,  and
legacy  systems that perform a variety of processes on the other.
With  respect to the suite of software products licensed  by  the
Company  and relied upon in the administration of accounting  and
human  resources functions, which was licensed by the Company  in
the  first  quarter  of its 1997 fiscal year,  the  licensor  has
indicated  that  the version currently employed  by  the  Company
will, at a minimum, need to have patches applied in order for the
software package to be Year 2000 compliant.  The Company  intends
to  apply the presently available patches for this purpose in the
near-term, and plans also to apply future patches to address  the
Year  2000  issue as they are made available.  Based on currently
available   information,  the  Company   believes   the   expense
associated  with these efforts will be immaterial.   The  Company
expects  that  updates and enhancements to this software  package
will  be installed and operational prior to January 1, 2000,  and
intends  to seek assurances from the licensor to the effect  that
these  updates  and  enhancements will  result  in  the  software
package  becoming  Year 2000 compliant.  The Company  expects  to
receive  these  updates and enhancements pursuant to  a  software
support  services agreement presently in place with the licensor,
an  agreement  which  the Company does not  currently  intend  to
terminate.  Provided  that  the licensor  gives  such  assurances
concerning  the updates and enhancements to its software  product






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                             Page 14





<PAGE>


                  TECHNOLOGY SOLUTIONS COMPANY
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (Continued)
-----------------------------------------------------------------------

suite,  the Company does not expect that it will incur additional
expense  aside  from  the cost of the software  support  services
agreement  in  order to bring its accounting and human  resources
software package into Year 2000 compliance.

Other important internal business processes of the Company,  such
as  time  and  expense  reporting  and  labor  distribution,  are
performed by legacy systems that are not Year 2000 compliant.  In
accordance  with previously established plans to integrate  these
functions  with  the  accounting  and  human  resources  software
described  above and to upgrade these systems with the intent  of
improving  the  Company's  ability  to  manage  its  increasingly
multinational operations, the Company presently plans to  replace
these  legacy systems in the current fiscal year, both to address
the  Year 2000 issue and to attempt to achieve business benefits.
The  Company  estimates that the cost associated  with  replacing
these  systems will be less than $1.0 million, and  has  provided
for the replacement of these systems in its operating and capital
budgets for the current fiscal year.

Based  on  presently available information, the Company  believes
that  any  necessary compliance efforts concerning  its  internal
systems  will not have a material adverse effect on its business,
financial  condition,  or  results  of  operations.  However,  if
compliance  efforts of which the Company is not  currently  aware
are required and are not completed on time, or if the cost of any
required  updating, modification or replacement of the  Company's
information  systems  exceeds the Company's estimates,  the  Year
2000  issue could have a material adverse impact on the Company's
business, operating results and financial condition.

In addition to the Company's internal systems, the Company relies
on  third  party  vendors in the conduct of  its  business.   For
example, third party vendors handle the payroll function for  the
Company,  and  the  Company  also  relies  on  the  services   of
telecommunication  companies, banks,  utilities,  and  commercial
airlines,  among  others.  The Company plans to  seek  assurances
from  its  material vendors and suppliers that there will  be  no
interruption of service as a result of the Year 2000  issue,  and
to  the extent such assurances are not given, the Company intends
to  devise  contingency plans to ameliorate the  effects  on  the
conduct  of  the Company's business in the event  the  Year  2000
issue results in the unavailability of services.  There can be no
assurance  that  any contingency plans developed by  the  Company
will prevent any such service interruption on the part of one  or
more  of  the  Company's  third party  suppliers  from  having  a
material  adverse  effect  on the Company's  business,  operating
results and financial condition.  In addition, the failure on the
part  of the accounting systems of the Company's clients  due  to
the  Year  2000 issue could result in a delay in the  payment  of
invoices  issued  by  the Company for services  and  expenses.  A
failure of the accounting systems of a significant number of  the
Company's  clients would have a material adverse  effect  on  the
Company's business, operating results and financial condition.

The  Company  has generally refrained from performing  Year  2000
remediation  services for its clients. It is  possible,  however,
that former, present and future clients could assert that certain
services  performed by the Company from time to time  involve  or

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                             Page 15

<PAGE>

                  TECHNOLOGY SOLUTIONS COMPANY
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (Continued)
-----------------------------------------------------------------------

are  related to the Year 2000 issue. The Company has recommended,
implemented and customized various third-party software  packages
for  its  clients, and to the extent that such software  programs
may not be Year 2000 compliant, the Company could be subjected to
claims  as  a  result thereof.  Since the Company's inception  in
1988, it also has designed and developed software and systems for
its  clients.   Due  to  the  large number  of  such  engagements
undertaken  by  the  Company over the  years,  there  can  be  no
assurance  that  all such software programs and systems  will  be
Year 2000 compliant, which could also result in the assertion  of
claims against the Company.

The Company's policy has been to endeavor to secure provisions in
its  client contracts that, among other things, disclaim  implied
warranties,   limit   the  duration  of  the  Company's   express
warranties, relate the Company's liability to the amount of  fees
paid by the client to the Company in connection with the project,
and disclaim any liability arising from third-party software that
is  implemented, customized or installed by the  Company.   There
can  be  no  assurance that the Company will be  able  to  secure
contractual protections in agreements concerning future projects,
or  that  any contractual protections secured by the  Company  in
agreements   governing  pending  and  completed  projects,   will
dissuade  the  other party thereto from asserting claims  against
the Company with respect to the Year 2000 issue.

Due to the complexity of the Year 2000 issue, upon any failure of
critical  client  systems or processes that may  be  directly  or
indirectly connected or related to systems or software  designed,
developed, customized or implemented by the Company as  described
above,  the  Company  may be subjected to  claims  regardless  of
whether  the failure is related to the services provided  by  the
Company. There can be no assurance that the Company would be able
to  establish that it did not cause or contribute to the  failure
of  a  critical client system or process.  There also can  be  no
assurance  that the contractual protections, if any,  secured  by
the  Company  in  connection with any  past,  present  or  future
clients  will operate to insulate the Company from, or limit  the
amount of, any liability arising from claims asserted against the
Company.   If  asserted, the resolution of such claims  (and  the
associated defense costs) could have a material adverse effect on
the   Company's   business,  operating  results   and   financial
condition.


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                             Page 16





<PAGE>

                  TECHNOLOGY SOLUTIONS COMPANY
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (Continued)
-----------------------------------------------------------------------

This  Form  10-Q  includes or may include certain forward-looking
statements that involve risks and uncertainties. This  Form  10-Q
contains   certain  forward-looking  statements  concerning   the
Company's   financial  position,  business   strategy,   budgets,
projected costs and plans and objectives of management for future
operations  as well as other statements including words  such  as
"anticipate," "believe," "plan," "estimate," "expect,"  "intend,"
and  other similar expressions. Although the Company believes its
expectations  reflected  in such forward-looking  statements  are
based on reasonable assumptions, stockholders are cautioned  that
no  assurance  can  be  given that such expectations  will  prove
correct  and  that  actual  results and developments  may  differ
materially   from   those   conveyed  in   such   forward-looking
statements. Important factors that could cause actual results  to
differ materially from the expectations reflected in the forward-
looking  statements in this Form 10-Q include, among others,  the
pace  of  technological change, the Company's ability  to  manage
growth  and  attract and retain employees, general  business  and
economic  conditions  in  the Company's  operating  regions,  and
competitive and other factors, all as more fully described in the
Company's  Report on Form 10-K for the year ended  May  31,  1998
under Management's Discussion and Analysis of Financial Condition
and Results of Operations "Assumptions Underlying Certain Forward-
Looking  Statements and Factors that May Affect  Future  Results"
and  elsewhere  from  time  to time in the  Company's  other  SEC
reports.  Such forward-looking statements speak only  as  of  the
date  on  which they are made and the Company does not  undertake
any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Form 10-Q. If  the
Company  does  update  or  correct one  or  more  forward-looking
statements,  investors and others should not  conclude  that  the
Company  will make additional updates or corrections with respect
thereto  or  with  respect  to other forward-looking  statements.
Actual results may vary materially.

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                             Page 17






<PAGE>

                  TECHNOLOGY SOLUTIONS COMPANY
                                
                   PART II.  OTHER INFORMATION
-----------------------------------------------------------------------
                                                           
ITEM 6-EXHIBITS AND REPORT ON FORM 8-K

     (a) Exhibit

         Exhibit 27

     (b) One report on Form 8-K was filed during the quarter
         ended August 31, 1998.
         The Report on Form 8-K was dated June 29, 1998. This report
         contained information reported under Item 5 related to the
         Company's Board of Directors' approval of a 50 percent stock 
         dividend distributed on August 10, 1998.
        
        
     
     
     
     
         All other items in Part II are either not applicable
         to  the Company during the quarter ended August  31,
         1998, the answer is negative, or a response has been
         previously reported and an additional report of  the
         information  need  not  be  made,  pursuant  to  the
         instructions to Part II.
        
                                
                                












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                             Page 18







<PAGE>

                           SIGNATURES
                                
                                
                                
Pursuant  to  the  requirements of Section 13  or  15(d)  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 on the 13th day of October 1998.

                            TECHNOLOGY SOLUTIONS COMPANY





Date:  October 13, 1998     By:    /s/ TIMOTHY P. DIMOND
       ----------------            ---------------------                
                                       Timothy P. Dimond
                                   Chief Accounting Officer







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                             Page 19

                                




<PAGE>
                                
                  TECHNOLOGY SOLUTIONS COMPANY
                                
                                
                                
                                
                          EXHIBIT INDEX
                                



EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
27              Financial Data Schedule









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                             Page 20