UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 10-Q/A

(Mark One)*
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly  period ended  December 31, 1999 or [ ] Transition
report  pursuant to section 13 or 15(d) of the  Securities  Exchange Act of 1934
for the transition period from to

Commission file number              333-71073

                              IKON Receivables, LLC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      23-2990188
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                 1738 Bass Road, P.O. Box 9115, Macon, GA 31208
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (912) 471-2300
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes   X   No


* Applicable only to corporate issuers:

Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date. (Not applicable)

Registered Debt Outstanding as of February 11, 2000          $1,139,668,865.64

The registrant,  an indirect wholly owned  subsidiary of IKON Office  Solutions,
Inc. ("IKON"), meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is,  therefore,  filing with the reduced  disclosure format
contemplated thereby.

<PAGE>


                                      INDEX

                              IKON RECEIVABLES, LLC


PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements

             Balance Sheets - December 31, 1999 (unaudited) and September 30,
             1999

             Statement of Income - Three months ending December 31, 1999
             (unaudited)

             Statement of Cash Flow -- Three months ending December 31, 1999
             (unaudited)

             Notes to Financial Statements (unaudited)


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

     Item 3. Quantitative and Qualitative Disclosures About Market Risk

PART II - OTHER INFORMATION

 .

     Item 6. Exhibits and Reports on Form 8-K



<PAGE>
                         PART I . FINANCIAL INFORMATION


Item 1: Financial Statements


                              IKON Receivables, LLC
                                 BALANCE SHEETS
                                 (in thousands)


<TABLE>
<CAPTION>
<S>                                                                  <C>                          <C>
                                                                         December 31,               September 30,
                                                                             1999                        1999
                                                                         (unaudited)
                                                                    -----------------------      ---------------------
Assets

Investment in leases:
      Direct financing leases                                                   $1,602,553                   $827,842
      Less: Unearned income                                                       (240,331)                  (120,076)
                                                                    -----------------------      ---------------------
                                                                                 1,362,222                    707,766

Cash and cash equivalents                                                           78,426                     26,694
Restricted cash                                                                     69,028                     29,625
Accounts receivable                                                                 43,001                     24,057
Prepaid expenses and other assets                                                    4,864                      3,045
                                                                    -----------------------      ---------------------
Total assets                                                                    $1,557,541                   $791,187
                                                                    =======================      =====================

Liabilities and Member's equity

Liabilities:
      Accounts payable and accrued expenses                                             $0                         $1
      Accrued interest                                                               3,191                      1,540
      Lease-backed notes                                                         1,183,902                    622,948
                                                                    -----------------------      ---------------------
Total liabilities                                                                1,187,093                    624,489
                                                                    -----------------------      ---------------------

Member's equity:
      Contributed capital                                                          335,187                    149,124
      Retained earnings                                                             35,261                     17,574
                                                                    -----------------------      ---------------------
Total member's equity                                                              370,448                    166,698
                                                                    -----------------------      ---------------------
Total liabilities and member's equity                                           $1,557,541                   $791,187
                                                                    =======================      =====================
</TABLE>


See notes to financial statements.


<PAGE>


                              IKON RECEIVABLES, LLC
                               STATEMENT OF INCOME
                                 (in thousands)
                                   (unaudited)




                                                       Three Months Ended
                                                       December 31, 1999

Revenues:
     Finance income                                          $38,740
     Other income                                                901
                                                           ---------
                                                              39,641
                                                           ---------

Expenses:
     Interest expense                                         19,871
     Servicing fee expense                                     2,083
                                                           ---------
                                                              21,954
                                                           ---------

Net income                                                   $17,687
                                                           =========



See notes to financial statements.




<PAGE>

                              IKON RECEIVABLES, LLC
                             STATEMENT OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)


                                                         Three Months Ended
                                                          December 31, 1999
                                                          -----------------
Operating activities:
Net income                                                  $  17,687
Adjustments to reconcile net income to net
      cash provided by operating activities:
           Changes in operating assets and liabilities:
               Accounts receivable                            (18,944)
               Prepaid expenses and other assets                  310
               Accounts payable and accrued expenses               (1)
               Accrued interest                                 1,651
                                                            ---------
Net cash provided by operating activities                         703
                                                            ---------

Cash flows from investing activities:
Collections on lease receivables                              179,033
                                                            ---------
Net cash provided by investing activities                     179,033
                                                            ---------

Cash flows from financing activities:
Proceeds from issuance of lease-backed notes                  697,466
Payments on lease-backed notes                               (138,641)
Deposit to restricted cash                                    (39,403)
Capital Distribution to Sole Member                          (647,426)
                                                            ---------
Net cash used in financing activities                        (128,004)
                                                            ---------

Net increase in cash                                           51,732
Cash at beginning of year                                      26,694
                                                            ---------
Cash at end of period                                       $  78,426
                                                            =========

Supplemental noncash financing activities:
Noncash capital contributions                               $ 833,489
                                                            =========


See notes to financial statements


<PAGE>

                              IKON RECEIVABLES, LLC

                          NOTES TO FINANCIAL STATEMENTS
                                 (in thousands)
                                   (unaudited)
1.   Basis of Presentation

        The  accompanying  unaudited  condensed  financial  statements  of  IKON
Receivables, LLC (the "Company") have been prepared in accordance with generally
accepted  accounting  principles  for  interim  financial  information  and  the
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X. In the opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary for a fair  presentation  have been included.  For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended September 30, 1999.

2.   Capital Contributions

     IKON  Receivables-1,  LLC (the "Sole  Member") made an initial cash capital
contribution  of $1 to the  Company  on April 6,  1999.  Subsequently,  the Sole
Member  contributed a segregated pool of $819,572 of office  equipment leases or
contracts  and related  assets (the  "1999-1  Asset  Pool") to the Company as an
initial  transfer  of leases to the  Company.  After the  initial  transfer,  an
additional $45,941 of leases were added to the 1999-1 Asset Pool as substitution
for  $41,922  that were  cancelled  or  defaulted  subsequent  to April 1, 1999,
resulting in a net noncash  capital  contribution  of $4,019.  On September  30,
1999, the Company distributed $674,468 to its Sole Member.

     During the first  quarter of fiscal  2000,  the Sole Member  contributed  a
second  segregated pool of $809,556 of office  equipment leases or contracts and
related assets (the "1999-2 Asset Pool") to the Company.  An additional  $73,591
of leases were added to the combined  1999-1 Asset Pool and 1999-2 Asset Pool as
substitution for $49,658 that were cancelled or defaulted  subsequent to October
1, 1999, resulting in a net noncash capital contribution of $23,933. On December
31, 1999, the Company distributed $647,426 to its Sole Member.

3.   Servicing Agreement

     The Company has a servicing agreement with IOS Capital Inc. ("IOS Capital")
for which IOS Capital  services  the 1999-1 and 1999-2  Asset Pools and provides
administrative  services to the Company.  The  servicing  fee is  calculated  by
multiplying  0.75% by the lesser of the  discounted  present value of performing
leases or the  outstanding  amount of the  lease-backed  notes (see Note 4). The
servicing  fee expense was $2,083 for the period  from  October 1, 1999  through
December 31, 1999.

4.   Lease-Backed Notes

     In addition to the $622,948 of Lease-Backed  Notes outstanding at September
30, 1999, on October 7, 1999, the Company issued $235,326 in aggregate principal
amount of  6.14125%  Lease-Backed  Notes,  Class A-1 (the  "Class  A-1  Notes"),
$51,100 in aggregate  principal amount of 6.31%  Lease-Backed  Notes,  Class A-2
(the  "Class  A-2  Notes"),  $100,000  in  aggregate  principal  amount of 6.59%
Lease-Backed  Notes, Class A-3a (the "Class A-3a Notes"),  $240,891 in aggregate
principal  amount of variable rate  Lease-Backed  Notes,  Class A-3b (the "Class
A-3b Notes"),  and $72,278 in aggregate  principal amount of 6.88%  Lease-Backed
Notes,  Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes,
the  Class  A-2  Notes,  the  Class  A-3a  Notes,  the  Class  A-3b  Notes,  and
collectively the "1999-2  Notes").  The Class A-3b Notes are variable rate notes
paying  interest  at a rate of libor  plus  0.36%  (which we have fixed at 6.63%
through an interest  rate  swap).  The 1999-2  Notes were issued  pursuant to an
Indenture  dated as of October 1, 1999  between the Company,  IOS  Capital,  and
Harris Trust and Savings Bank, as Indenture Trustee. The Sole Member contributed
a  segregated  pool of  $809,556 of office  equipment  leases or  contracts  and
related  assets (the "1999-2  Asset Pool") to the Company.  The 1999-2 Notes are
collateralized  solely by the 1999-2 Asset Pool,  which  includes a portfolio of
chattel paper  composed of leases,  leases  intended as security  agreements and
installment  sales contracts  acquired or originated by IOS Capital (the "1999-2
Leases") together with the equipment financing portion of each periodic lease or
rental  payment due under the 1999-2  Leases on or after the opening of business
on September 1, 1999, and all


<PAGE>

related casualty payments, retainable deposits, and termination payments. The
1999-2 Notes have certain credit enhancement features available to noteholders
including a reserve account, an overcollateralization account and a
noncancellable insurance policy from Ambac Assurance Corporation with respect to
the 1999-2 Notes.

     Payments on the 1999-2 Notes are due on the fifteenth day of each month (or
if that is not a Business Day, the next succeeding Business Day),  commencing on
November 15, 1999.  The 1999-2 Notes bear  interest  from October 7, 1999 at the
respective  interest rates specified  above.  The interest rate is calculated on
the basis of a year of 360 days comprised of twelve 30-day months (except in the
case of the Class A-1 Notes and the Class A-3b Notes, for which interest will be
calculated  on the basis of a year of 360 days and the actual  number of days in
the interest  period)  payable on the payment date. On each payment date, to the
extent  funds  are  available   therefore  from  the  collection  of  the  lease
receivables,  principal  payment will be made to  noteholders  in the  following
priority: (i) to the Class A-1 noteholders only, until the outstanding principal
amount on the Class A-1 Notes has been  reduced to zero,  then (ii) to the Class
A-2 noteholders  only,  until the outstanding  principal amount on the Class A-2
Notes has been reduced to zero,  then (iii) to the Class A-3  noteholders  only,
until the outstanding  principal  amount on the Class A-3 Notes has been reduced
to zero,  and then  (iv) to the  Class A-4  noteholders,  until the  outstanding
principal  amount on the Class A-4 Notes has been reduced to zero. Each class of
1999-2 Notes will be payable in full on the  applicable  stated  maturity  date,
which is as follows: Class A-1 Notes - October 2000, Class A-2 Notes - May 2001,
Class A-3a Notes - August 2003,  Class A-3b Notes - August  2003,  and Class A-4
Notes - November 2005. However, if all payments are made on the 1999-2 Leases as
scheduled,  final  payment on the 1999-2  Notes will be earlier  than the stated
maturity  dates.  The Company may, on any payment date,  redeem the 1999-2 Notes
when the  total  discounted  lease  balance  is less than or equal to 10% of the
total discounted lease balance as of September 1, 1999.

     IOS  Capital  services  the 1999-2  Leases  pursuant to an  Assignment  and
Servicing  Agreement by and among IOS Capital,  as Originator and Servicer,  the
Sole Member, as Seller, and the Company, as Issuer. IOS Capital may delegate its
servicing  responsibilities  to one or more  sub-servicers,  but such delegation
does not  relieve IOS  Capital of its  liabilities  with  respect  thereto.  IOS
Capital retains  possession of the 1999-2 Leases and related files, and receives
a monthly service fee from the Company for servicing the 1999-2 Leases.

     The average  interest rate on all the  lease-backed  notes  outstanding  at
December  31, 1999 was 6.2%.  Interest  paid  amounted to $18,220 for the period
October 1, 1999 through December 31, 1999.



<PAGE>


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

Pursuant to General  Instruction H(2)(a) of Form 10-Q, the following analysis of
the results of operations is presented in lieu of  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations.


     IKON Receivables, LLC (the "Company") is a special purpose Delaware limited
liability  company,  all of the  membership  interests in which are held by IKON
Receivables-1,  LLC ("Sole  Member"),  also a special purpose  Delaware  limited
liability company.  All of the membership interests in the Sole Member are owned
by IOS Capital, Inc. ("IOS Capital"),  a wholly owned finance subsidiary of IKON
Office Solutions,  Inc.  ("IKON"),  a publicly traded office technology  company
with fiscal 1999  revenues of $5.5  billion.  The Company was  organized  in the
State of  Delaware  on  January  20,  1999 and is  managed  by IKON  Receivables
Funding, Inc. (the "Manager").

     On May 19, 1999, the Company issued $304,474,000 aggregate principal amount
of 5.11%  Lease-Backed  Notes,  Class A-1 (the "Class A-1  Notes"),  $61,579,000
aggregate  principal amount of 5.60%  Lease-Backed  Notes, Class A-2 (the "Class
A-2  Notes"),  $304,127,000  aggregate  principal  amount of 5.99%  Lease-Backed
Notes, Class A-3 (the "Class A-3 Notes"),  and $81,462,000  aggregate  principal
amount of 6.23%  Lease-Backed  Notes,  Class A-4 (the  "Class  A-4  Notes"  and,
together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
"1999-1 Notes").  The 1999-1 Notes were issued pursuant to an Indenture dated as
of April 1, 1999 between the Company,  IOS Capital, and Harris Trust and Savings
Bank, as Indenture Trustee.  The 1999-1 Notes are  collateralized  solely by the
1999-1  Asset Pool,  which  includes a portfolio  of chattel  paper  composed of
leases,  leases intended as security  agreements and installment sales contracts
acquired or originated by IOS Capital (the "1999-1  Leases")  (together with the
equipment  financing  portion of each periodic lease or rental payment due under
the 1999-1 Leases on or after the opening of business on April 1, 1999), and all
related casualty payments,  retainable deposits,  and termination payments.  The
1999-1 Notes have certain credit  enhancement  features available to noteholders
including   a  reserve   account,   an   overcollateralization   account  and  a
noncancellable insurance policy from Ambac Assurance Corporation with respect to
the 1999-1 Notes.

     Payments on the 1999-1 Notes are due on the fifteenth day of each month (or
if that is not a Business Day, the next succeeding Business Day),  commencing on
June  15,  1999.  The  1999-1  Notes  bear  interest  from  May 25,  1999 at the
respective  fixed per annum interest rates specified above. The interest rate is
calculated on the basis of a year of 360 days  comprised of twelve 30-day months
(except  in the  case  of the  Class  A-1  Notes,  for  which  interest  will be
calculated  on the basis of a year of 360 days and the actual  number of days in
the interest  period)  payable on the payment date. On each payment date, to the
extent  funds  are  available   therefore  from  the  collection  of  the  lease
receivables,  principal  payments will be made to  noteholders  in the following
priority: (i) to the Class A-1 noteholders only, until the outstanding principal
amount on the Class A-1 Notes has been  reduced to zero,  then (ii) to the Class
A-2 noteholders  only,  until the outstanding  principal amount on the Class A-2
Notes has been reduced to zero,  then (iii) to the Class A-3  noteholders  only,
until the outstanding  principal  amount on the Class A-3 Notes has been reduced
to zero,  and then  (iv) to the  Class A-4  noteholders,  until the  outstanding
principal  amount on the Class A-4 Notes has been reduced to zero. Each class of
1999-1 Notes will be payable in full on the  applicable  stated  maturity  date,
which is as  follows:  Class A-1 Notes - June 2000,  Class A-2 Notes,  Class A-3
Notes and Class A-4 Notes - May 2005.  However,  if all payments are made on the
1999-1  Leases as  scheduled,  final payment on the 1999-1 Notes will be earlier
than the stated maturity dates. The Company may, on any payment date, redeem the
1999-1 Notes when the total  discounted  lease  balance is less than or equal to
10% of the total discounted lease balance as of April 1, 1999.

     IOS  Capital  services  the 1999-1  Leases  pursuant to an  Assignment  and
Servicing  Agreement by and among IOS Capital,  as Originator and Servicer,  the
Sole Member, as Seller, and the Company, as Issuer. IOS Capital may delegate its
servicing  responsibilities  to one or more  sub-servicers,  but such delegation
does not  relieve IOS  Capital of its  liabilities  with  respect  thereto.  IOS
Capital retains  possession of the 1999-1 Leases and related files, and receives
a monthly service fee from the Company for servicing the 1999-1 Leases.
<PAGE>
     On October 7, 1999, the Company issued  $235,326,000 in aggregate principal
amount of  6.14125%  Lease-Backed  Notes,  Class A-1 (the  "Class  A-1  Notes"),
$51,100,000 in aggregate principal amount of 6.31% Lease-Backed Notes, Class A-2
(the "Class A-2 Notes"),  $100,000,000  in aggregate  principal  amount of 6.59%
Lease-Backed  Notes,  Class  A-3a (the  "Class  A-3a  Notes"),  $240,891,000  in
aggregate  principal amount of variable rate Lease-Backed Notes, Class A-3b (the
"Class A-3b Notes"),  and  $72,278,000  in aggregate  principal  amount of 6.88%
Lease-Backed  Notes,  Class A-4 (the  "Class A-4 Notes" and,  together  with the
Class A-1 Notes,  the Class A-2 Notes,  the Class A-3a Notes,  Class A-3b Notes,
and  collectively  the "1999-2  Notes").  The Class A-3b Notes are variable rate
notes  paying  interest  at a rate of libor plus  0.36%  (which we have fixed at
6.63% through an interest rate swap).  The 1999-2 Notes were issued  pursuant to
an Indenture  dated as of October 1, 1999  between the Company,  IOS Capital and
Harris Trust and Savings Bank, as Indenture Trustee. The Sole Member contributed
a segregated pool of $809,556,000  of office  equipment  leases or contracts and
related  assets (the "1999-2  Asset Pool") to the Company.  The 1999-2 Notes are
collateralized  solely by the 1999-2 Asset Pool,  which  includes a portfolio of
chattel paper  composed of leases,  leases  intended as security  agreements and
installment  sales contracts  acquired or originated by IOS Capital (the "1999-2
Leases") together with the equipment financing portion of each periodic lease or
rental  payment due under the 1999-2  Leases on or after the opening of business
on September 1, 1999, and all related casualty  payments,  retainable  deposits,
and  termination  payments.  The 1999-2  Notes have certain  credit  enhancement
features   available   to   noteholders   including   a  reserve   account,   an
overcollateralization  account and a noncancellable  insurance policy from Ambac
Assurance Corporation with respect to the 1999-2 Notes.

     Payments on the 1999-2 Notes are due on the fifteenth day of each month (or
if that is not a Business Day, the next succeeding Business Day),  commencing on
November 15, 1999.  The 1999-2 Notes bear  interest  from October 7, 1999 at the
respective  interest rates specified  above.  The interest rate is calculated on
the basis of a year of 360 days comprised of twelve 30-day months (except in the
case of the Class A-1 Notes and the Class A-3b Notes, for which interest will be
calculated  on the basis of a year of 360 days and the actual  number of days in
the interest  period)  payable on the payment date. On each payment date, to the
extent  funds  are  available   therefore  from  the  collection  of  the  lease
receivables,  principal  payments will be made to  noteholders  in the following
priority: (i) to the Class A-1 Noteholders only, until the outstanding principal
amount on the Class A-1 Notes has been  reduced to zero,  then (ii) to the Class
A-2 noteholders  only,  until the outstanding  principal amount on the Class A-2
Notes has been reduced to zero,  then (iii) to the Class A-3  noteholders  only,
until the outstanding  principal  amount on the Class A-3 Notes has been reduced
to zero,  and then  (iv) to the  Class A-4  noteholders,  until the  outstanding
principal  amount on the Class A-4 Notes has been reduced to zero. Each class of
1999-2 Notes will be payable in full on the  applicable  stated  maturity  date,
which is as follows: Class A-1 Notes - October 2000, Class A-2 Notes - May 2001,
Class A-3a Notes - August 2003,  Class A-3b Notes - August  2003,  and Class A-4
Notes - November 2005. However, if all payments are made on the 1999-2 Leases as
scheduled,  final  payment on the 1999-2  Notes will be earlier  than the stated
maturity  dates.  The Company may, on any payment date,  redeem the 1999-2 Notes
when the  total  discounted  lease  balance  is less than or equal to 10% of the
total discounted lease balance as of September 1, 1999.

     IOS  Capital  services  the 1999-2  Leases  pursuant to an  Assignment  and
Servicing  Agreement by and among IOS Capital,  as Originator and Servicer,  the
Sole Member, as Seller, and the Company, as Issuer. IOS Capital may delegate its
servicing  responsibilities  to one or more  sub-servicers,  but such delegation
does not  relieve IOS  Capital of its  liabilities  with  respect  thereto.  IOS
Capital retains  possession of the 1999-2 Leases and related files, and receives
a monthly  service fee from the Company for  servicing  the 1999-2  Leases.

     Interest  income  earned on the Asset Pool is expected  to offset  interest
expense on the Notes,  amortization  of debt issuance  costs and discount on the
notes and the fees  charged  by IOS  Capital  for  servicing  the Asset Pool and
providing  administrative  services  to the  Company.  For  the  quarter  ending
December 31, 1999, income generated from the Asset Pool was approximately  $38.7
million,  other income earned was $.9 million, while interest expense during the
quarter  was $19.9  million  and  administrative  expenses  were  $2.1  million.
Collections on the lease receivables  during the period have been  approximately
$179.0 million. The Company repaid $138.6 million of principal on the Notes. The
Company  portfolio of leases has an average yield of 10.7% at December 31, 1999,
while the Company's weighted

<PAGE>

average interest rate on its debt outstanding as of December 31, 1999 is 6.2%.
This rate differential, in addition to the overcollateralization of the lease
portfolio, gives rise to the 45% net income to revenue relationship for the
quarter.


Impact of Year 2000

January 2000 Update.  Through  January 31, 2000, the Company's and IOS Capital's
operations are fully functioning and have not experienced any significant issues
associated with the Year 2000 problem (as described below).

IOS  Capital is  responsible  for  servicing  the 1999-1 and 1999-2  Leases and,
therefore,  any Year 2000 issues adversely affecting IOS Capital could adversely
affect the Company.

State of Readiness. The Year 2000 issue is the result of computer programs being
written using two digits rather than four to define the applicable  year. Any of
IOS Capital's computer programs or hardware that have date-sensitive software or
embedded technology (non-IT systems) may recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business  activities.  The potential for a problem exists with
all  computer  hardware  and  software,  as well as in  products  with  embedded
technology; copiers and fax machines; security and HVAC systems; voice/telephony
systems; elevators, etc.

     IKON has  appointed  a Year  2000  Corporate  Compliance  Team,  which  has
prepared a compliance program for all business units, including IOS Capital, and
is responsible  for  coordination  and inspecting  compliance  activities in all
business units. The compliance program requires all business units and locations
in every country to inventory potentially affected systems and products,  assess
risk, take any required corrective actions, test and certify compliance.  IKON's
Year  2000  Testing  and  Certification   Guidelines  delineate  the  Year  2000
compliance process, testing and quality assurance guidelines,  certification and
reporting processes and contingency planning. An independent  consulting company
has reviewed the compliance program.

     Costs.  The Company has no internal or external  costs relating to the Year
2000  issue.  IOS Capital  has used both  internal  and  external  resources  to
reprogram or replace, test and implement its IT and non-IT systems for Year 2000
modifications. IOS Capital does not separately track the internal costs incurred
on the Year 2000 project.  Such costs are principally  payroll and related costs
for internal IT personnel.  IOS  Capital's  total cost of the Year 2000 project,
excluding  these  internal  costs,  is  approximately  $1.2 million and is being
funded  through  operating  cash flows.  Of the total  estimated  project  cost,
approximately  $0.2 million is  attributable to the purchase of new software and
hardware and has been  capitalized.  Through  January 31, 2000,  IOS Capital has
incurred  approximately  $1.2 million  ($1.0  million  expensed and $0.2 million
capitalized), related to its Year 2000 project.

     Risks. Management believes, based on the information currently available to
it, that the most reasonably  likely worst case scenario that could be caused by
technology  failures  relating to Year 2000 could pose a significant  threat not
only to the Company, IOS Capital, IKON, its customers and suppliers,  but to all
businesses. Risks include:

     o    Legal risks, including customer, supplier, employee or shareholder
          lawsuits over failure to deliver contracted services, product failure,
          or health and safety issues.

     o    Loss of revenues due to failure to meet customer quality expectations.

     o    Increased operational costs due to manual processing, data corruption
          or disaster recovery.

     o    Inability to bill or invoice.

     The cost of the project and the date on which IKON and IOS Capital  believe
it will  complete the Year 2000  modifications  are based on  management's  best
estimates,  which were derived  using  numerous  assumptions  of future  events,
including the continued  availability  of certain  resources and other  factors.
However,  there can be no

<PAGE>

guarantee that these estimates will be achieved and actual results could differ
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and costs
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, and similar uncertainties.

     Contingency  Plans.  IKON's  Guidelines  require that contingency  plans be
developed  and  validated  in the  event  that any  critical  system  cannot  be
corrected and certified before the system's failure date. Contingency plans were
developed and completed.

Pending Accounting Changes

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), which establishes accounting and
reporting standards for derivative  instruments and hedging activities.  It will
require us to recognize  all  derivatives  as either assets or  liabilities  and
measure the instruments at fair value. The statement is effective for all fiscal
quarters of fiscal years  beginning  after June 15, 2000. The Company intends to
adopt the  standard on October 1, 2000.  The Company does not believe the effect
of adoption will be material.



Item 3: Quantitative and Qualitative Disclosures About Market Risk

Pursuant to General Instruction H(2)(c) of Form 10-Q the information required by
this item has been omitted.



                           FORWARD-LOOKING INFORMATION

This  Report  includes  or  incorporates  by  reference  information  which  may
constitute   forward-looking  statements  within  the  meaning  of  the  federal
securities laws.  Although the Company  believes the  expectations  contained in
such forward-looking  statements are reasonable,  it can give no assurances that
such expectations will prove correct. Such forward-looking  information is based
upon  management's  current plans or expectations  and is subject to a number of
risks  and  uncertainties  that  could   significantly   affect  current  plans,
anticipated  actions and the Company's and/or IKON's future financial  condition
and results.  These risks and  uncertainties,  include,  but are not limited to,
factors which may affect the Company's  ability to recoup the full amount due on
the 1999-1 and 1999-2  Leases  (such as lessee  defaults or  factoring  impeding
recovery  efforts),  and risks and  uncertainties  affecting the business of IOS
Capital  and/or IKON as set forth in IOS Capital's and IKON's  periodic  reports
filed with the Securities & Exchange Commission,  including, but not limited to,
risks and  uncertainties  relating to  conducting  operations  in a  competitive
environment; delays, difficulties,  management transitions and employment issues
associated  with  consolidation  of,  and/or  changes  in  business  operations;
managing  the  integration  of  existing  and  acquired  companies;   risks  and
uncertainties  associated  with  existing or future  vendor  relationships;  and
general economic conditions.  Certain additional risks and uncertainties are set
forth in the  Company's  fiscal 1999  Annual  Report on Form 10-K filed with the
Securities  and Exchange  Commission.  As a consequence of these and other risks
and  uncertainties,  current  plans,  anticipated  actions and future  financial
condition  and  results  may  differ  materially  from  those  expressed  in any
forward-looking statements made by or on behalf of the Company.


<PAGE>
                           PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K


        27   Financial Data Schedule

      (b)    Reports on Form 8-K

             On October 1, 1999,  the Company filed a Current Report on Form 8-K
             to file, under Item 5 of the form,  certain  information  regarding
             the offering of the Company's 1999-2 Notes.

             On October 1, 1999,  the Company filed a Current Report on Form 8-K
             to file, under Item 5 of the form,  certain  information  regarding
             the   consolidated   financial   statements   of  Ambac   Assurance
             Corporation and subsidiaries.

             On October 21, 1999, the Company filed a Current Report on Form 8-K
             to  file,  under  Items 2 and 7 of the  form,  certain  information
             regarding the Registration of the 1999-2 Notes.

             On December 21, 1999, the registrant filed a Current Report on Form
             8-K to file,  under Item 4 of the form,  information  regarding the
             appointment  of  PricewaterhouseCoopers   LLP  as  its  independent
             auditors for the fiscal year ending  September  30, 2000 to replace
             the firm of Ernst & Young LLP who were dismissed as auditors of the
             registrant  effective  with their  completion of their audit of the
             registrant's   financial  statements  for  the  fiscal  year  ended
             September 30, 1999

<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned,  thereunto duly authorized. This report has also been signed by the
undersigned in his capacity as the chief accounting officer of the Registrant.


                                            IKON RECEIVABLES, LLC

                                            By: IKON RECEIVABLES FUNDING, INC.
                                              As Manager


Date  February 22, 2000                     /s/ Jack F. Quinn
      -------------------                   ----------------------
                                            Jack F. Quinn
                                            Treasurer