<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 March 31, 2000

               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 April 28, 2000, there were outstanding 44,163,415
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
     March 31, 2000 and December 31, 1999                  3

   Consolidated Statements of Operations
     for the Three Months Ended
     March 31, 2000 and 1999                               4

   Consolidated Statements of Cash Flows
     for the Three Months Ended March 31, 2000 and 1999    5

   Notes to Consolidated Financial Statements              6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS    12


                             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
                                  ------
                                                    March 31,  December 31,
                                                        2000       1999
                                                    ---------  -----------
                                                   (unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                          $ 43,131     $ 81,002
  Marketable securities                                19,034       17,826
  Receivables, less allowance for
    doubtful receivables of $2,699 and $3,715          25,079       24,036
  Deferred income taxes                                 8,755        9,969
  Refundable income taxes                               6,598          --
  Other current assets                                 10,941        4,664
                                                     --------     --------
    Total current assets                              113,538      137,497

COMPUTERS, FURNITURE AND EQUIPMENT, NET                 3,356        4,116

GOODWILL                                                4,216        4,446

LONG-TERM RECEIVABLES AND OTHER                         3,088        2,788

NET ASSETS OF DISCONTINUED OPERATIONS                     --        74,462
                                                     --------     --------
     Total assets                                    $124,198     $223,309
                                                     ========     ========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                   $  1,983     $  2,995
  Accrued compensation and related costs               11,215       18,453
  Deferred compensation                                12,098       10,322
  Restructuring and other accruals                      5,611       12,708
  Other current liabilities                             5,531        5,220
                                                      -------      -------
     Total current liabilities                         36,438       49,698
                                                      -------      -------
COMMITMENTS AND CONTINGENCIES                             --           --

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; shares
     authorized -- 10,000,000; none issued                --           --
  Common stock, $.01 par value; shares authorized --
     100,000,000; shares
      issued -- 44,064,023 and 43,354,725                 441          434
  Capital in excess of par value                      120,897      110,455
  (Accumulated deficit) and retained earnings         (33,421)      63,704
  Accumulated other comprehensive income (loss):
     Unrealized holding loss, net                        (162)        (131)
     Cumulative translation adjustment                      5         (851)
                                                     --------     --------
      Total stockholders' equity                       87,760      173,611
                                                     --------     --------
      Total liabilities and stockholders' equity     $124,198     $223,309
                                                     ========     ========

The accompanying Notes to Consolidated Financial Statements are an integral
                    part of this financial information.
===========================================================================
                             Page 3



<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share data)



                                         For the Three
                                          Months Ended
                                           March 31,
                                        ------------------
                                           2000      1999
                                        -------    -------
                                          (unaudited)

REVENUES                                $33,182    $46,204
                                        -------    -------

COSTS AND EXPENSES:
Project personnel                        16,113     26,242
Other project expenses                    5,154      8,294
Management and administrative support     9,227     14,029
Goodwill amortization                       230         72
Restructuring and other charges           4,701     10,522
Incentive compensation                    2,113      2,468
                                        -------    -------
                                         37,538     61,627
                                        -------    -------

OPERATING LOSS                           (4,356)   (15,423)
                                        -------    -------

OTHER INCOME (EXPENSE):
Net investment income                     1,124        871
Interest expense                             (8)       (63)
                                         ------      -----
                                          1,116        808
                                         ------      -----

LOSS FROM CONTINUING
   OPERATIONS BEFORE INCOME TAXES        (3,240)   (14,615)

INCOME TAX BENEFIT                       (1,299)    (5,337)
                                         ------     ------
LOSS FROM CONTINUING OPERATIONS          (1,941)    (9,278)

INCOME FROM DISCONTINUED
   OPERATIONS (net of income taxes)         --       2,608
                                        -------    -------
NET LOSS                                $(1,941)   $(6,670)
                                        =======    =======

BASIC AND DILUTED NET (LOSS) EARNINGS
PER COMMON SHARE:

CONTINUING OPERATIONS                   $ (0.04)   $ (0.22)
DISCONTINUED OPERATIONS                     --        0.06
                                        -------    -------
NET LOSS PER COMMON SHARE               $ (0.04)   $ (0.16)
                                        =======    =======

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING              43,803     41,007
                                        =======    =======

The accompanying Notes to Consolidated Financial Statements are an integral
                    part of this financial information.
===========================================================================
                             Page 4




<PAGE>


                       TECHNOLOGY SOLUTIONS COMPANY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                                           For the
                                                      Three Months Ended
                                                           March 31,
                                                      -------------------
                                                        2000       1999
                                                      -------    --------
                                                         (unaudited)
     CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                        $(1,941)   $(6,670)
      Restructuring and other charges                   4,701     10,522
       Adjustments to reconcile net loss to net
         cash from operating activities:
         Depreciation and amortization                  1,330      2,527
         Provisions for receivable valuation
           allowances and reserves for possible losses    323      1,210
         Gain on sale of investments                       --       (102)
         Deferred income taxes                            402     (1,331)

         Changes in assets and liabilities:
           Receivables                                 (2,305)    (9,114)
           Purchases of trading securities related
             to deferred compensation program          (1,777)    (2,177)
           Refundable income taxes                     (1,879)       --
           Other current assets                        (6,408)     1,112
           Accounts payable                            (1,004)      (396)
           Accrued compensation and related costs      (7,229)    (4,151)
           Deferred compensation                        1,777      2,177
           Other current liabilities                   (8,553)    (1,035)
           Other assets                                  (300)     2,021
                                                      -------     ------
            Net cash used in operating activities     (22,863)    (5,407)
                                                      -------     ------
     CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of available-for-sale securities            --     (1,500)
      Proceeds from available-for-sale securities         500      2,070
      Capital expenditures                               (611)      (685)
      Additional cash contribution to
        eLoyalty Corporation                          (20,000)       --
      Cash used by discontinued operations               (901)       --
                                                      -------     ------
            Net cash used in investing activities     (21,012)      (115)
                                                      -------     ------
     CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from exercise of stock options           4,481      1,480
      Proceeds from employee stock purchase plan        1,265      1,164
      Purchase of treasury stock                           --     (4,930)
                                                      -------     ------
            Net cash provided by (used in)
               financing activities                     5,746     (2,286)
                                                      -------     ------

     EFFECT OF EXCHANGE RATE CHANGES ON CASH
      AND CASH EQUIVALENTS                                258        920
                                                      -------     ------
     DECREASE IN CASH AND CASH EQUIVALENTS            (37,871)    (6,888)

     CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    81,002     59,473
                                                      -------    -------
     CASH AND CASH EQUIVALENTS, END OF PERIOD         $43,131    $52,585
                                                      =======    =======

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
===========================================================================

NOTE 1 - BASIS OF PRESENTATION

The  consolidated financial statements include  the  accounts  of
Technology  Solutions Company and its subsidiaries  (TSC  or  the
Company).  The consolidated balance sheet as of March  31,  2000,
the  consolidated statements of operations for the  three  months
ended March 31, 2000 and 1999 and the consolidated statements  of
cash  flows  for the three months ended March 31, 2000  and  1999
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 March 31,  2000  and  for  all
periods presented. All adjustments made, except those related  to
restructuring  and  other charges, have  been  of  a  normal  and
recurring  nature.  Certain information and footnote  disclosures
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 year ended December 31, 1999  filed
with  the United States Securities and Exchange Commission  (SEC)
on March 23, 2000.

Certain  reclassifications have been made  to  prior  periods  to
conform to the current period classification.

NOTE 2 - THE COMPANY

TSC  delivers business benefits through eBusiness consulting  and
systems  integration services that help clients  transform  their
businesses,   their   internal  business  processes   and   their
relationships   with  customers,  suppliers,   distributors   and
employees and help these organizations realize the full  benefits
of   information   technology  throughout  the  enterprise.   The
Company's  clients  generally are located throughout  the  United
States and in Europe.

On  February  15,  2000,  TSC distributed  the  common  stock  of
eLoyalty  Corporation  (eLoyalty) owned by  the  Company  to  the
Company's  stockholders (the Spin-Off). eLoyalty operated  within
the Company prior to the Spin-Off and is now a separate, publicly
traded  company  (see  Note  7).  Accordingly,  the  consolidated
statements  of  operations for the three months ended  March  31,
1999  have  been  reclassified  to  report  these  operations  as
discontinued  operations.  The consolidated  statements  of  cash
flows  for  the three months ended March 31, 1999 have  not  been
restated  on  a  discontinued operations  basis.  There  were  no
discontinued  operations in the Company's results  of  operations
for the quarter ended March 31, 2000, as the Company has provided
for  the  estimated  loss  on  distribution  in  its  results  of
operations for the year ended December 31, 1999.


==========================================================================
                             Page 6




<PAGE>

                     TECHNOLOGY SOLUTIONS COMPANY

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

NOTE 3 - STOCK OPTIONS

As  of March 31, 2000, options to purchase 10.8 million shares of
common  stock  were  outstanding  and  options  to  purchase   an
additional 3.9 million shares of common stock were available  for
grant under the Technology Solutions Company 1996 Stock Incentive
Plan.

IMPACT OF THE FEBRUARY 15, 2000 SPIN-OFF ON TSC OPTIONS - At  the
time  of  the  eLoyalty Spin-Off (see Note 2), TSC  options  were
adjusted  to  reflect  the impact of the  Spin-Off.   TSC  option
holders  (excluding eLoyalty employees and directors who are  not
also  a  director of TSC) with options granted prior to June  22,
1999  had each of their pre-June 22, 1999 options converted  into
both  an adjusted TSC option and an eLoyalty option on a one-for-
one basis.  The original strike price of the TSC option was split
into  a strike price for (1) the adjusted TSC option and (2)  the
eLoyalty option based on the relative trading values of  the  two
companies'   common   stock  immediately  after   the   Spin-Off.
Immediately  after  the  Spin-Off, TSC stock  traded  at  16.5278
percent  of the combined value of one share of TSC stock and  one
share  of eLoyalty stock.  Accordingly, the strike price for  the
adjusted  TSC  option was set at 16.5278 percent of the  original
TSC  option strike price and the eLoyalty option strike price was
set at 83.4722 percent of the original TSC option strike price.

TSC  option  holders (excluding eLoyalty employees and  directors
who  are  not  also  a  director of  TSC)  with  options  granted
subsequent to June 21, 1999 did not receive any eLoyalty  options
in  respect  of post-June 21, 1999 TSC options but  such  options
were  adjusted  by reducing the strike price and  increasing  the
number   of   shares  subject  thereto.   The  adjustments   were
calculated  based  on  the relative trading  values  of  TSC  and
eLoyalty  common  stock  immediately  after  the  Spin-Off.   The
adjusted  strike price was determined by multiplying the original
strike  price by 16.5278 percent.  The adjusted number of  shares
subject  to  each  such  option was determined  by  dividing  the
original  number  of  shares subject to  the  option  by  16.5278
percent.

eLoyalty  employees and directors who held TSC options  forfeited
their  TSC  options at the time of the spin-off and,  in  return,
received additional eLoyalty options.

In  all  cases, the TSC and eLoyalty option adjustments described
above were calculated to (1) preserve the intrinsic value of  the
option as well as (2) preserve the ratio of the exercise price to
the fair market value of the stock subject to the option.

As a net result of these adjustments, the number of shares of TSC
common  stock subject to options increased by 2.9 million at  the
time of the Spin-Off.

NOTE 4 - LOSS PER COMMON SHARE

The  Company  discloses basic and diluted loss per share  in  the
consolidated  statements of operations under  the  provisions  of
Statement  of  Financial  Accounting Standards  (SFAS)  No.  128,
"Earnings Per Share." Loss per common share assuming dilution  is



==========================================================================
                             Page 7



<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

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

computed  by dividing net loss by the weighted average number  of
common shares outstanding during each period presented, plus  the
dilutive  effect  of common equivalent shares  arising  from  the
assumed  exercise  of  stock options  using  the  treasury  stock
method.  Common  equivalent shares of 4,461 and  1,533  were  not
included  in the diluted loss per share calculation as they  were
antidilutive for the three months ended March 31, 2000 and  1999,
respectively. Loss per common share is computed by  dividing  net
loss  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.


                   Reconciliation of Basic and Diluted Loss
                     Per Share for the Three Months Ended
             -----------------------------------------------------------
             (In thousands, except per share data)

                 March 31, 2000                      March  31, 1999
             -------------------------         -------------------------
                 (unaudited)                       (unaudited)
                                 Per                              Per
              Net              Common            Net             Common
              Loss     Shares   Share            Loss    Shares   Share
             ------    ------  -------         -------   ------  -------

Basic Loss
Per Share    $(1,941)  43,803   $(0.04)        $(6,670)  41,007   $(0.16)
                                ======                            ======
Effect of
Stock
Options          --      --                        --      --
             -------   ------                  -------   ------
Diluted Loss
Per Share    $(1,941)  43,803   $(0.04)        $(6,670)  41,007   $(0.16)
             =======   ======   ======         =======   ======   ======



NOTE 5 - COMPREHENSIVE INCOME (LOSS)

The Company's comprehensive income (loss) was as follows:

                                                  For the Three
(In thousands)                                     Months Ended
                                                     March 31,
                                              --------------------
                                               2000          1999
                                              -------      -------
Net Loss                                      $(1,941)     $(6,670)

Other Comprehensive Income (Loss):
 Net Unrealized Holding Losses on
  Available-for-Sale Securities, net of tax       (31)         (23)
 Cumulative Translation Adjustment                 13          431
                                              -------      -------
  Other Comprehensive (Loss)Income                (18)         408
                                              -------      -------
Total Comprehensive Loss                      $(1,959)     $(6,262)
                                              =======      =======


==========================================================================
                             Page 8



<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

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

NOTE 6 - BUSINESS SEGMENTS

Effective  January  1,  2000,  the Company  began  reporting  its
operations  under  three segments: Digital Enterprise  Consulting
(DEC);  Knowledge  Management; and application  service  provider
services  (ASP+). TSC serves customers in U.S. and  international
markets. TSC believes that offering these three bands of services
allows   the  Company  to  serve  clients  in  their  information
technology  and eBusiness needs. This structure also  allows  the
Company's employees the flexibility and opportunity to  grow  and
develop.  The  three  areas  work in an  integrated  manner  that
develops,  shares  and  cross  references  methodologies,  tools,
project  management plans, benchmark information,  templates  and
best  practices  overall.  The DEC segment  provides  information
technology consulting and business consulting services that  help
clients  in  developing and implementing  all  aspects  of  their
electronic business capabilities. The DEC segment includes  TSC's
Enterprise  Resource Planning (ERP) implementation practice.  The
Knowledge  Management  segment  is  focused  on  harnessing   the
intellectual   capital  of  client  companies.   TSC's   recently
developed  segment, ASP+, provides clients comprehensive  hosting
services for integrated eBusiness solutions that include multiple
applications  and  legacy  systems.  The  financial   information
presented  below for the three months ended March  31,  1999  has
been  adjusted to reflect the Company's current three  reportable
segments.

There   are  no  intersegment  revenues.  The  Company  currently
evaluates the performance of its segments and allocates resources
to them based on revenues and receivables.

The  table below presents information about the reported revenues
and  receivables of TSC (in thousands) for the three months ended
March 31, 2000 and 1999.


For the Three Months                Knowledge
Ended March 31, 2000      DEC       Management     ASP+      Total
--------------------   --------    -----------    -----    --------
Revenues               $ 29,185     $ 3,642       $ 355    $ 33,182
Receivables            $ 23,672     $ 3,736       $ 370    $ 27,778


For the Three Months                Knowledge
Ended March 31, 1999      DEC       Management     ASP+       Total
--------------------   --------     --------      -----    ---------
Revenues               $ 42,436     $ 3,768       $ --     $ 46,204
Receivables            $ 39,927     $ 4,940       $ --     $ 44,867



==========================================================================
                             Page 9



<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

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

The  following  is  revenue and long-lived asset  information  by
geographic area (in thousands):


For the Three Months      United      Foreign
Ended March 31, 2000      States    Subsidiaries      Total
--------------------     --------   ------------    --------
Revenues                 $ 30,961      $ 2,221      $ 33,182
Identifiable assets      $122,565      $ 1,633      $124,198


For the Three Months      United      Foreign
Ended March  31, 1999     States    Subsidiaries      Total
---------------------    -------    ------------    --------
Revenues                $ 44,398       $ 1,806      $ 46,204
Identifiable assets     $129,537       $ 7,452      $136,989


Foreign  revenue  is  based on the country  in  which  the  legal
subsidiary is domiciled. No single foreign country's revenue  was
material to the consolidated revenues of the Company.


==========================================================================
                             Page 10



<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

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

NOTE 7 - OTHER EVENTS

RESTRUCTURING AND OTHER CHARGES - During the quarter ended  March
31,  2000, the Company recorded a pre-tax charge of $4.7  million
for  the  closure of its Latin American operations.   During  the
first  quarter  of  2000,  the Company  used  approximately  $3.7
million  of this charge for cash payments of $2.1 million related
to   severance  costs  for  approximately  40  employees,   lease
terminations  and  professional fees and $1.6  million  in  asset
write-offs. The remaining accrual balance of $1.0 million  as  of
March  31, 2000 is expected to be utilized by the fourth  quarter
of 2000.

During  the quarter ended December 31, 1999, the Company recorded
$7.0  million in restructuring and other charges associated  with
lease  terminations  of $3.0 million, former executive  severance
costs  of  $1.8  million,  CourseNet  Systems,  Inc.  (CourseNet)
acquisition costs of $1.3 million and write-offs of other  assets
of  $0.9  million.  As of March 31, 2000, the Company  used  $4.1
million  of these restructuring and other charges as a result  of
cash  payments  of  $1.8 million (paid during the  quarter  ended
March 31, 2000) for executive severance costs and $2.3 million in
asset and other write-offs. The remaining accrual balance of $2.9
million as of March 31, 2000 relates to lease terminations  which
the Company is contractually obligated to pay through 2004.

In addition, on March 30, 1999, the Company announced that it was
making a number of changes to its business operations and,  as  a
result,  the  Company recorded a restructuring  charge  of  $10.5
million  associated  with  those changes  and  the  severance  of
employees,  primarily  consulting  personnel.  The  restructuring
charge  was determined based on a plan prepared at the  time  the
restructuring actions were approved by management and  the  Board
of  Directors. To date, the Company has used $10.0 million of the
restructuring  accrual as a result of cash paid of  $8.4  million
($0.6 million during the quarter ended March 31, 2000) associated
with  the  severance  of  approximately 270  employees  and  $1.6
million  in  asset  write-offs and  other  costs.  The  remaining
accrual  balance of $0.5 million as of March 31, 2000 is expected
to  be  utilized by the second quarter of 2000. The restructuring
and  other  accruals balance is considered adequate to cover  the
remaining committed restructuring actions.

SPIN-OFF  -  On February 15, 2000 TSC successfully completed  the
Spin-Off.  Previously,  on  January  27,  2000,  TSC  received  a
favorable ruling from the Internal Revenue Service that the Spin-
Off  would  be  a tax free distribution of all of  the  Company's
eLoyalty  shares  to  TSC's shareholders. The  total  net  assets
contributed  to eLoyalty at the Spin-Off was $95.2 million  which
consisted of current assets of $103.0 million, non-current assets
of  $18.7 million, current liabilities of $28.0 million and other
comprehensive loss of $1.5 million.

TSC  also has provided a short-term guarantee for a $10.0 million
revolving credit facility entered into by eLoyalty with  Bank  of
America  National Trust and Savings Association. TSC  received  a
fee  from eLoyalty.  The guarantee will terminate on December 30,
2000.



==========================================================================
                             Page 11


<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

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

RESULTS OF OPERATIONS

Three  Months  Ended March 31, 2000 Compared  with  Three  Months
Ended March 31, 1999

On  February  15, 2000 TSC successfully completed  the  Spin-Off.
Accordingly,   this   report  discusses  the   TSC   consolidated
statements of operations with eLoyalty's operations presented  on
a  discontinued operations basis for the quarter ended March  31,
1999.   For  the  quarter ended March 31,  2000,  there  were  no
discontinued  operations in the Company's results of  operations,
as   the   Company  has  provided  for  the  estimated  loss   on
distribution  in  its results of operations for  the  year  ended
December 31, 1999.

Consolidated  net revenues for the quarter ended March  31,  2000
decreased 28 percent to $33.2 million compared with $46.2 million
for the same period last year. This decrease was mainly due to  a
decline  in  the  demand for Enterprise Resource  Planning  (ERP)
solutions,  as  well as a decline in the demand for  certain  TSC
services  as  a result of clients facing budgetary restraints  as
they  continued  to  address Year 2000 issues  during  the  first
quarter. The decline in the ERP business has been evidenced by  a
reduction  in new license sales by package software vendors  such
as  PeopleSoft  and  Baan.   Historically,  TSC's  main  revenues
consisted  mainly  of  core  ERP solutions.   Prospectively,  the
Company  expects  its  other  eBusiness  solution  offerings   to
experience greater future growth rates than core ERP.

Project  personnel  costs,  which represent  mainly  professional
salaries and benefits, decreased to $16.1 million for the quarter
ended March 31, 2000 from $26.2 million for the same period  last
year, a decrease of 39 percent. The decrease was mainly due to  a
decrease in professional headcount. Project personnel costs as  a
percentage  of  net  revenues decreased to  49  percent  for  the
quarter ended March 31, 2000 from 57 percent for the same  period
last  year as a result of improved staff utilization. The Company
reduced  project  personnel  costs and  improved  utilization  by
streamlining  and refocusing its business, which  resulted  in  a
restructuring  charge during the first quarter of 1999  of  $10.5
million (as discussed further in this section).

Other  project expenses consist of nonbillable expenses  directly
incurred  for  client  projects and business  development.  These
expenses  include 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 quarter ended  March  31,  2000  were
$5.2 million, compared with $8.3 million in the comparable period
last  year,  a  decrease  of $3.1 million,  or  38  percent.  The
decrease  in  other  project  expenses  primarily  included   the
following:  a  decrease  of  $2.3  million  in  domestic  hiring,
training,  communication and computer expenses due to a  decrease
in  headcount;  a decrease of $0.7 million in the  provision  for
valuation  allowances and reserves for potential  losses;  and  a
decrease in  international costs of $0.6 million. These decreases
were offset by an increase in various other costs of $0.5 million

==========================================================================
                             Page 12



<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                (Continued)
==========================================================================

including practice area development costs. Other project expenses
as  a percentage of net revenues decreased to 16 percent for  the
quarter ended March 31, 2000 from 18 percent for the same  period
last year.

Management    and   administrative   support   costs    decreased
$4.8 million to $9.2 million for the quarter ended March 31, 2000
from  $14.0 million for the same period last year, a decrease  of
34  percent.  The decrease was mainly due to a decrease  of  $4.6
million in corporate infrastructure or Global Core Service  (GCS)
costs  over the same period last year. This decrease in GCS costs
included  the following: a decrease in the internal  systems  and
human resources areas of $1.4 million and a decrease in corporate
recruiting expenses of $0.9 million as a result of a reduction in
headcount;  a  decrease in domestic office costs of $0.8  million
due  to  the  closing  of several offices; a  decrease  in  legal
expenses  of  $0.6 million; a decrease in marketing  expenses  of
$0.4  million;  and  a decrease in various other  costs  of  $0.5
million  including  corporate finance,  accounting  and  investor
relations  costs. As a result of the Spin-Off, TSC  and  eLoyalty
entered  into a Shared Services Agreement pursuant to  which  TSC
provides  to  eLoyalty  certain  administrative  services.    The
Company has charged these services to eLoyalty since the Spin-Off
and  $0.9  million of the decrease in GCS costs  discussed  above
reflects this charge.  In addition, practice area management  and
administrative  costs  decreased by $0.2 million.  This  decrease
primarily  resulted from a decrease in international expenses  of
$0.5  million and a decrease in various other domestic management
and  administrative  costs of $0.5 million, which  include  items
such  as  practice area marketing, recruiting and other expenses.
These  decreases  were  offset by an increase  in  practice  area
support personnel of $0.8 million.

Goodwill  amortization increased to $0.2 million for the  quarter
ended March 31, 2000 compared to $0.1 million for the same period
last  year.  This  increase resulted from the CourseNet  Systems,
Inc. (CourseNet) acquisition.

During  the quarter ended March 31, 2000, the Company recorded  a
pre-tax  charge  of  $4.7 million for the closure  of  its  Latin
American  operations.   During the first  quarter  of  2000,  the
Company  used approximately $3.7 million of this charge for  cash
payments   of  $2.1  million  related  to  severance  costs   for
approximately  40 employees, lease terminations and  professional
fees  and $1.6 million in asset write-offs. The remaining accrual
balance  of $1.0 million as of March 31, 2000 is expected  to  be
utilized by the fourth quarter of 2000.

During  the quarter ended December 31, 1999, the Company recorded
$7.0  million in restructuring and other charges associated  with
lease  terminations  of $3.0 million, former executive  severance
costs  of  $1.8  million,  CourseNet
acquisition costs of $1.3 million and write-offs of other  assets
of  $0.9  million.  As of March 31, 2000, the Company  used  $4.1
million  of these restructuring and other charges as a result  of
cash  payments  of  $1.8 million (paid during the  quarter  ended
March 31, 2000) for executive severance costs and $2.3 million in


==========================================================================
                             Page 13

<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                (Continued)
==========================================================================

asset and other write-offs. The remaining accrual balance of $2.9
million as of March 31, 2000 relates to lease terminations  which
the Company is contractually obligated to pay through 2004.

In addition, on March 30, 1999, the Company announced that it was
making a number of changes to its business operations and,  as  a
result,  the  Company recorded a restructuring  charge  of  $10.5
million  associated  with  those changes  and  the  severance  of
employees,  primarily  consulting  personnel.  The  restructuring
charge  was determined based on a plan prepared at the  time  the
restructuring actions were approved by management and  the  Board
of  Directors. To date, the Company has used $10.0 million of the
restructuring  accrual as a result of cash paid of  $8.4  million
($0.6 million during the quarter ended March 31, 2000) associated
with  the  severance  of  approximately 270  employees  and  $1.6
million  in  asset  write-offs and  other  costs.  The  remaining
accrual  balance of $0.5 million as of March 31, 2000 is expected
to be utilized by the second quarter of 2000.

Incentive  compensation of $2.1 million was  accrued  during  the
quarter  ended  March 31, 2000 compared to $2.5 million  for  the
same period last year. Incentive compensation as a percentage  of
net  revenues increased to 6 percent for the quarter ended  March
31, 2000 compared to 5 percent for the same period last year. The
increase as a percentage of net revenues was primarily a result of
the  Company  achieving more of its internal performance  targets
for  the  quarter ended March 31, 2000 as compared  to  the  same
period  a  year  ago. The Company expects to continue  to  accrue
incentive compensation throughout the year.

Consolidated  operating  loss  from  continuing  operations   was
$4.4 million for the quarter ended March 31, 2000 compared with a
consolidating  operating  loss of  $15.4  million  in  the  prior
period,   due  to  the  reasons  outlined  above.  The  Company's
operating  loss for the quarter ended March 31, 2000  included  a
charge  for  the  closure  of the Latin  American  operations  of
$4.7  million  and  $1.4  million in  administrative  costs  with
respect to the period prior to the Spin-Off that would have  been
charged to eLoyalty if the Shared Services Agreement had been  in
effect. The Company's operating loss for the quarter ended  March
31,  1999  included  restructuring and  other  charges  of  $10.5
million.  Excluding  these  charges,  operating  income  for  the
quarter  ended  March 31, 2000 was $1.7 million  compared  to  an
operating  loss of $4.9 million for the quarter ended  March  31,
1999.   This  increase was mainly due to the Company's  focus  on
more profitable operations and improved utilization rates.

Other income and expense for the quarter ended March 31, 2000 was
$1.1  million compared to $0.8 million for the same period a year
ago.  The increase is a result of higher cash and cash equivalent
balances  during  the first half of the quarter ended  March  31,
2000 compared to the same period a year ago.

The  Company's effective tax rate for the quarter ended March 31,
2000  was  a 40 percent benefit compared to a 37 percent  benefit
for  the  same period a year ago. The tax benefit for the quarter


==========================================================================
                             Page 14

<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                (Continued)
==========================================================================

ended  March 31, 1999 was lower than in the current quarter since
a  portion  of the restructuring charges were related to  foreign
jurisdictions with lower tax rates.

Weighted average number of common shares outstanding and weighted
average number of common and common equivalent shares outstanding
increased  due to the exercise of stock options, the issuance  of
shares  under the Company's employee stock purchase plan and  the
purchase  of common stock by two venture capital firms in  August
1999.

LIQUIDITY AND CAPITAL RESOURCES

Net  cash used in operating activities was $22.9 million and $5.4
million  for  the  quarters  ended  March  31,  2000  and   1999,
respectively.  Net  cash  used in operating  activities  for  the
quarter  ended  March 31, 2000 included the net  loss  and  other
unfavorable working capital activities, such as refundable income
taxes,  other  current assets, accrued compensation  and  related
costs and other current liabilities, offset by restructuring  and
other charges.

The  Company  believes  that its cash and  cash  equivalents  and
marketable  securities  are sufficient to  handle  the  Company's
current cash requirements.

Net  cash used in investing activities was $21.0 million for  the
quarter  ended  March 31, 2000.  This reflects  a  $20.0  million
capital contribution to eLoyalty Corporation and $0.9 million  of
cash  used  by  discontinued  operations.  The  Company  received
$0.5 million from the sale of available-for-sale securities.  The
proceeds  from available-for-sale securities were transferred  to
cash  and  cash  equivalents and reinvested in  ongoing  business
activities.

Capital  expenditures for the quarter ended March 31,  2000  were
$0.6  million. Capital expenditures may continue at  the  current
rate throughout the 2000 calendar year. The Company currently has
no material commitments for capital expenditures.

The Company has a $10.0 million unsecured line of credit facility
(the  "Facility") with Bank of America National Trust and Savings
Association  (Bank  of America). The agreement  expires  December
30,  2000.  At  the  Company's election,  loans  made  under  the
Facility  bear  interest at either the Bank of America  reference
rate   or   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
March  31,  2000,  the  Company  was  in  compliance  with  these
financial ratio requirements. As of March 31, 2000, no borrowings
had  been made under the Facility.  In connection with the  Spin-
Off,  TSC  also has provided a short-term guarantee for  a  $10.0
million  revolving credit facility entered into by eLoyalty  with
Bank  of  America.   TSC  received  a  fee  from  eLoyalty.   The
guarantee will terminate on December 30, 2000.

==========================================================================
                             Page 15

<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                (Continued)
==========================================================================

NEW ACCOUNTING STANDARDS

On June 15, 1998, the Financial Accounting Standards Board (FASB)
issued  Statement  of Financial Accounting Standards  (SFAS)  No.
133,   "Accounting   for  Derivative  Instruments   and   Hedging
Activities." SFAS No. 133, as amended is effective for  financial
statements  issued for periods ending after June 15,  2000.  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.

In  December  1999,  the  United States Securities  and  Exchange
Commission (SEC) issued Staff Accounting Bulletin (SAB) No.  101,
"Revenue Recognition in Financial Statements," which provides the
SEC's  views in applying generally accepted accounting principles
to  selected revenue recognition issues.  Adoption of SAB No. 101
is  required  in  the second quarter of fiscal  year  2000.   The
Company does not expect SAB No. 101 to have a material impact  on
the  Company's  consolidated results of operations  or  financial
position.

OTHER MATTERS

The Year 2000 issue is a general term used to address a class  of
problems  which  are  caused by the inability  of  some  computer
programs to recognize various date values around January 1, 2000.
This  class  of  problems could result in  a  system  failure  or
miscalculations  causing disruptions of operations.  The  Company
has  not  experienced any significant Year 2000  disruptions  and
none  of the Company's suppliers or vendors have experienced Year
2000  disruptions  that  have had a  significant  impact  on  the
Company.

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
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. The Company 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.

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

==========================================================================
                             Page 16

<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                (Continued)
==========================================================================

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.  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.

This  Form  10-Q  includes or may include certain forward-looking
statements that involve risks and uncertainties. This  Form  10-Q
contains   or  may  contain  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,  readers  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,  market
conditions  and competitive and other factors, all as more  fully
described  in  the Company's Annual Report on Form 10-K  for  the
year  ended  December 31, 1999 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.

==========================================================================
                             Page 17




<PAGE>


                     TECHNOLOGY SOLUTIONS COMPANY

                      PART II.  OTHER INFORMATION
==========================================================================

ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K

     (a) See Exhibit Index

     (b) Two reports on Form 8-K were filed during
         the quarter ended March 31, 2000. The first Report
         on Form 8-K was dated January 13, 2000. This report
         contained information reported under Item 5 related
         to the decision by the Board of Directors of the
         Company to distribute the common stock of eLoyalty
         Corporation owned by the Company to its
         shareholders. The second report filed February 1,
         2000 was an amendment to the 8-K filed on
         January 13, 2000, which updated Technology Solutions
         Company's Operating Results, excluding eLoyalty.





         All other items in Part II are either not applicable
         to  the  Company during the quarter ended March  31,
         2000, the answer is negative, or a response has been
         previously reported and an additional report of  the
         information  is  not  required,  pursuant   to   the
         instructions to Part II.



=========================================================================
                             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 15th day of May 2000.


                            TECHNOLOGY SOLUTIONS COMPANY





Date:  May 15, 2000         By: /s/ TIMOTHY P. DIMOND
                                ---------------------
                                    Timothy P. Dimond
                                Chief Financial Officer









==========================================================================
                             Page 19




<PAGE>


                  TECHNOLOGY SOLUTIONS COMPANY




                          EXHIBIT INDEX




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

















===========================================================================
                             Page 20