SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                FORM 10Q
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


             For the Quarterly Period Ended March 31, 2000

                               OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number: 000-23309
                               LINC CAPITAL, INC.
             (Exact name of registrant as specified in its charter)


             Delaware                                06-0850149
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

      303 East Wacker Drive, Suite 1000,                  60601
            Chicago, Illinois                           (Zip Code)
   (Address of principal executive offices)

                                 (312) 946-1000
              (Registrant's telephone number, including area code)



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 [ ]


At March 30,  2000,  5,265,050  shares of the  Registrant's  Common  Stock  were
outstanding.
<PAGE>

                               LINC CAPITAL, INC.

                                TABLE OF CONTENTS


PART I.                   FINANCIAL INFORMATION                             PAGE

Item 1.  Financial Statements:
         Consolidated Balance Sheets
           March 31, 2000 and December 31, 1999 (unaudited)..........          3
         Consolidated Statements of Operations -
           Three Months ended March 31, 2000 and 1999 (unaudited)....          4
         Consolidated Statements of Cash Flows -
           Three Months ended March 31, 2000 and 1999 (unaudited)....          5
         Notes to Consolidated Financial Statements..................          7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.........................         14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..         18



PART II.                  OTHER INFORMATION

Item 1.  Legal Proceedings..........................................          18

Item 2.  Changes in Securities and Use of Proceeds..................          18

Item 3.  Defaults Upon Senior Securities............................          19

Item 5.  Other Information..........................................          19

Item 6.  Exhibits and Reports on Form 8-K...........................          19

SIGNATURES..........................................................          19
<PAGE>
                       LINC Capital, Inc. and Subsidiaries
                     Consolidated Balance Sheets (Unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                   March 31,      December  31,
                                                                                     2000             1999
<S>                                                                               <C>               <C>
ASSETS
Net investment in direct finance leases and loans.................                 $441,313         $436,820
Equipment held for rental and operating leases, net...............                   29,292           26,115
Accounts receivable...............................................                   11,178           13,354
Restricted cash...................................................                   13,017           11,254
Other assets......................................................                   16,768           17,726
Goodwill..........................................................                    3,265            3,225
Cash and cash equivalents.........................................                    4,029            4,394
                                                                           ------------------ ----------------
Total assets......................................................                 $518,862         $512,888
                                                                           ================== ================


LIABILITIES AND STOCKHOLDERS' EQUITY
Senior credit facility and other senior notes payable.............                 $103,386         $102,754
Recourse debt.....................................................                    3,118            3,152
Nonrecourse debt..................................................                  356,051          348,098
Accounts payable..................................................                    9,400           15,208
Accrued expenses..................................................                    6,066            8,795
Customer holdbacks................................................                    9,351            7,607
Subordinated debentures...........................................                    6,160            6,059
                                                                          ------------------ ----------------
Total liabilities.................................................                 $493,532         $491,673
                                                                          ------------------ ----------------

Redeemable preferred stock, $25,000 par value, 225 shares
  authorized, issued and outstanding, stated at redemption value..                    5,700                -

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 15,000,000 shares
  Authorized; 5,330,953 shares issued;
  5,265,050 shares outstanding....................................                        5                5
Additional paid-in capital........................................                   29,722           29,797
Deferred compensation from issuance of options....................                     (11)             (12)
Stock note receivable.............................................                    (182)            (182)
Treasury stock, at cost; 65,903 shares............................                    (287)            (287)
Accumulated other comprehensive income............................                      848              932
Accumulated deficit...............................................                 (10,465)          (9,038)
                                                                          ------------------ ----------------
                                      Total stockholders' equity                    $19,630          $21,215
                                                                          ------------------ ----------------
                      Total liabilities and stockholders' equity                   $518,862         $512,888
                                                                          ================== ================

                              See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>
                       LINC Capital, Inc. and Subsidiaries
                Consolidated Statements of Operations (Unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>


                                                                                       Three Months ended
                                                                                            March 31,
<S>                                                                                   <C>              <C>
                                                                                      2000             1999
REVENUES:
      Sales of equipment.........................................                    $9,088           $6,899
      Direct finance lease income................................                    10,437            5,838
      Interest income............................................                       947              819
      Rental and operating lease revenue.........................                     2,164            2,699
      Servicing fees and other income............................                       822            2,631
      Gain on sale of lease receivables..........................                       166               71
      Gain on equipment residual values..........................                       137              251
      Gain (loss) on equity participation rights.................                      (52)              234
                                                                          ------------------ ----------------
                                                        Total revenues               23,709           19,442
                                                                          ------------------ ----------------

EXPENSES:
      Cost of equipment sold.....................................                    $7,403           $5,498
      Selling, general and administrative........................                     6,089            6,199
      Interest...................................................                     8,446            4,031
      Depreciation of equipment under rental agreements
        and operating leases.....................................                     1,575            1,783
      Amortization of intangibles................................                       426              258
      Provision for credit losses................................                     1,197            1,086
                                                                          ------------------ ----------------
                                                                                     25,136           18,855
                                                  Total expenses          ------------------ ----------------
Earnings (loss) before income taxes..............................                   (1,427)              587
Income tax expense...............................................                     ---                162
                                                                            ---------------- ----------------

Net earnings (loss)..............................................                  $(1,427)             $425
                                                                          ================== ================

Net earnings (loss) per common share:
       Basic.....................................................                  $ (0.29)            $ .08
       Diluted...................................................                  $ (0.29)            $ .08


                                     See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                       LINC Capital, Inc. and Subsidiaries
                  Consolidated Cash Flow Statements (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>

                                                                                    Three Months ended
                                                                                         March 31,
<S>                                                                                 <C>              <C>
                                                                                    2000              1999
Cash flows from operating activities:
   Net earnings (loss)...........................................                  $(1,427)           $425
          Adjustments to reconcile net earnings (loss) to net cash
          provided by operations:
             Depreciation and amortization.......................                     2,296          2,252
             Direct finance lease income.........................                  (10,437)        (5,838)
             Payments on direct finance leases...................                    58,552         21,042
             Deferred income taxes...............................                      ---             162
             Provision for credit losses.........................                     1,197          1,086
             Gain on sale of lease receivables...................                     (166)           (71)
             Loss (gain) on equity participation rights..........                        52          (234)
             Amortization of discount............................                       101            136
             Deferred compensation...............................                         1           (26)
  Changes in assets and liabilities:
             Decrease (increase) in receivables..................                     2,236        (1,249)
             Increase in restricted cash.........................                   (1,763)          (544)
             Decrease (increase) in assets and goodwill..........                       189          (169)
             Increase (decrease) in accounts payable.............                   (5,808)          3,689
             Decrease in accrued expenses........................                   (2,729)          (981)
             Increase (decrease) in customer holdbacks...........                     1,744        (1,150)
                                                                                   ---------     ---------
Cash provided by operating activities                                                44,038         18,530
                                                                                   ---------     ---------
Cash flows from investing activities:
      Cost of equipment acquired for lease and rental............                 $(59,388)      $(96,965)
      Cash used in acquisitions, net of cash acquired............                     ---          (1,497)
      Receipts on securitization retained interest...............                        88          2,388
      Fixed assets purchased.....................................                     (446)          (474)
      Proceeds from sale of investments..........................                     ---              234
                                                                                  ----------    -----------
                    Net cash used in investing activities                        $ (59,746)     $ (96,314)
                                                                                  ----------    -----------

                                     See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

                       LINC Capital, Inc. and Subsidiaries
           Consolidated Cash Flow Statements (Unaudited) - (Continued)
                             (Dollars in thousands)


<TABLE>
<CAPTION>

                                                                                      Three Months ended
                                                                                          March 31,
                                                                                   2000                 1999
<S>                                                                               <C>                  <C>
Cash flows from financing activities:
      Net increase in notes payable.............................                   $835              $11,933
      Proceeds from recourse and nonrecourse debt...............                 63,803               86,100
      Repayments of recourse and nonrecouse debt................                (56,087)            (22,894)
      Proceeds from sales of lease receivables..................                   1,167                 940
      Proceeds from issuance of redeemable preferred stock......                   5,625                 ---
      Sale of stock.............................................                    ---                  395
                                                                                ---------           --------
Net cash provided by financing activities.......................                  15,343              76,474
                                                                                ---------           --------
Net decrease in cash............................................                   (365)             (1,310)
Cash and cash equivalents at beginning of period................                   4,394               1,428
                                                                                ---------            --------
Cash and cash equivalents at end of period......................                  $4,029                $118
                                                                                =========            ========
Supplemental disclosures of cash flow information:
      Interest paid.............................................                  $8,524              $2,706
      Income taxes paid.........................................                    $272                $287

</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>
                      LINC Capital, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)



(1)       The Company

     LINC  Capital,  Inc.  (the  "Company")  is a finance  company that provides
leasing,  asset-based financing,  and equipment rental and distribution services
to growing  businesses.  The Company's  principal  businesses are (i) the direct
origination of leases and accounts  receivable and other asset-backed  financing
to emerging growth companies primarily serving the telecommunications, high-tech
manufacturing,  Internet-related and information  technology industries ("Select
Growth  Finance"),  (ii) the financing of leases generated by smaller  equipment
lessors  ("Portfolio  Finance"),  (iii) the rental,  leasing and distribution of
analytical   instruments  and  related   equipment  to  companies   serving  the
environmental,  pharmaceutical and biotechnology  industries and the leasing and
distribution   of  equipment  to   Internet-related   businesses   ("Rental  and
Distribution"), and (iv) the establishment of leasing programs for manufacturers
and distributors ("Vendor Finance").

(2)   Significant Accounting Policies

      Basis of Presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with generally  accepted  accounting  principles and the
rules and  regulations  of the  Securities  and Exchange  Commission for interim
financial statements.  Accordingly, the interim statements do not include all of
the information and disclosures required for annual financial statements. In the
opinion of the  Company's  management,  all  adjustments  (consisting  solely of
adjustments of a normal recurring  nature)  necessary for a fair presentation of
these  interim   results  have  been   included.   Inter-company   accounts  and
transactions  have  been  eliminated.  For  further  information,  refer  to the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999. The results for
the three-month  period ended March 31, 2000 are not  necessarily  indicative of
the results that may be expected for the full year ending December 31, 2000.

     The balance  sheet at December  31, 1999 has been  derived from the audited
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1999.

         Reclassifications

     Certain  reclassifications  have been made in the 1999 financial statements
to conform to the 2000 presentation.


<PAGE>

                      LINC Capital, Inc. and Subsidiaries
      Notes to Consolidated Financial Statements (Unaudited) - (Continued)


(3)   Debt Covenant Violations and Continuance of the Company as a Going Concern

     At March 31, 2000 and December  31,  1999,  the Company was in violation of
the minimum tangible net worth, minimum earnings, leverage and interest coverage
covenants under its senior revolving credit facility (the "Loan Agreement"). The
violations under the Loan Agreement have also resulted in  cross-defaults in the
agreements  relating to the Company's  commercial  paper conduit  securitization
facility (the "Conduit Facility") and its term securitization  completed in July
1999 (the "Term  Securitization").  The Company is currently in discussions with
the lenders  under the Loan  Agreement  and the  liquidity  providers  under the
Conduit Facility regarding forbearance from enforcement of remedies available to
such parties as a result of the Company's  failure to comply with the applicable
covenants. During these forbearance discussions, the Company is not permitted to
borrow  additional funds under its Loan Agreement.  New lease  originations have
therefore  been  suspended,  with the  exception  of a small  number  of  leases
originated as a by-product of the Company's rental and distribution  activities.
Liquidity continues to be available to the Conduit Facility until June 19, 2000.
However, the Company is precluded from funding new transactions into the Conduit
Facility and the normal  periodic  return of its retained  interest,  concurrent
with the repayment of debt, has been deferred. Should liquidity not be available
to  the  Conduit  Facility  beyond  June  19,  2000,  the  interest  rate  would
immediately  increase by approximately 300 basis points,  with further increases
over time,  and the Company may be required by the  liquidity  providers to sell
the lease portfolio held by the CP Conduit at their discretion.  The Company has
agreed with  representatives of the Term Securitization to transfer servicing of
the underlying  lease portfolio to a third party.  In addition,  recovery of the
Company's retained interest has been deferred until the Term Securitization debt
has been repaid.

     The Company is in the process of selling portfolios of leases to repay debt
and provide working  capital,  consistent with a plan that has been presented to
its Loan Agreement  lenders.  This plan also  anticipates  that the Company will
outsource  the  servicing of  substantially  all of its  remaining  portfolio of
leases,  substantially reducing overhead.  On-going activities will focus on the
Company's  profitable  rental and  distribution  activities,  which the  Company
intends to  refinance.  The  employee  headcount  has been  reduced  from 221 at
December 31, 1999,  including 53 in the rental and distribution  operations,  to
135 at May 19, 2000,  including 55 in rental and distribution.  The headcount is
expected to be further reduced to fewer than 80 by August 2000,  including 57 in
rental and  distribution.  Lenders under the Loan  Agreement  have been asked to
forebear to allow the Company to implement its plans in an orderly fashion.

     In the event that the Company is unable to successfully  obtain forbearance
from its secured  creditors for a period that enables it to sell elements of its
lease portfolio and to re-focus on, and refinance,  its rental and  distribution
activities,  the Company may be required to seek protection under the Bankruptcy
Code.  Also, if various  unsecured  creditors were to enforce their claims,  the
Company could be forced into bankruptcy. In addition, even if the Company was to
successfully  obtain  forbearance from its secured lenders,  forestall action by
its unsecured creditors,  and successfully sell elements of its lease portfolio,
there can be no  assurance  that the  proceeds of such sales  would  provide the
Company with sufficient  liquidity to continue its remaining  operations.  These
circumstances raise substantial doubt about the Company's ability to continue as
a going concern.  The  consolidated  financial  statements at March 31, 2000 and
December  31,  1999 do not include any  adjustments  that might  result from the
outcome of this uncertainty.

<PAGE>

                      LINC Capital, Inc. and Subsidiaries
      Notes to Consolidated Financial Statements (Unaudited) - (Continued)


(4)  Net Investment in Direct Finance Leases and Loans

     Net investment in direct finance leases and loans is as follows:
<TABLE>
<CAPTION>

                                                                                  March 31,      December 31,
                                                                                    2000              1999

                                                                                         (In thousands)
      <S>                                                                         <C>              <C>
      Lease and loan contracts receivable in installments...............          $503,000         $501,557
      Estimated residual value of leased equipment......................            18,128           17,386
      Broker fees.......................................................             4,792            3,857
      Initial direct costs..............................................             5,027            4,482
      Unearned lease income.............................................          (78,623)         (78,544)
      Allowance for doubtful receivables................................          (11,011)         (11,918)
                                                                          ----------------- ----------------
      Net Investment....................................................          $441,313         $436,820
                                                                          ================= ================


(5)       Equipment Held for Rental and Operating Leases, Net

The net book  value of  equipment  held for rental  and  operating  leases is as
follows:

                                                                                  March 31,       December 31,
                                                                                    2000              1999
                                                                                        (In thousands)

      Equipment under operating leases..................................            $6,882           $6,993
      Equipment under rental agreements.................................            22,410           19,122
                                                                          ------------------ ----------------
      Net book value....................................................           $29,292           $26,115
                                                                          ================== ================
</TABLE>

     The  book  values  presented  in the  above  table  are net of  accumulated
depreciation  of  $10,337,000  and $9,464,000 at March 31, 2000 and December 31,
1999, respectively.  Equipment under rental agreements is comprised primarily of
analytical instruments.


(6)      Loss Experience Reserves

     The  following  table sets forth  delinquencies  as a  percentage  of gross
remaining  receivables  on leases  included in the  Company's  owned and managed
lease portfolio and net  charge-offs as a percentage of the Company's  remaining
net  investment in direct finance leases and loans as of the ends of the periods
indicated.  Additionally,  the table  sets  forth  the  allowance  for  doubtful
receivables provided, as well as holdback reserves on portfolios acquired, as of
the ends of the periods indicated.

 <PAGE>

LINC Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) - (Continued)

<TABLE>
<CAPTION>

                                                                                    March 31,      December 31,
                                                                                      2000             1999
                                                                                     (Dollars in Thousands)
<S>                                                                                 <C>              <C>
Select Growth Finance:
           Gross Receivable Balance                                                 $71,075          $79,980
           31 -  60 days past due                                                     3.52%            1.08%
           61 -  90 days past due                                                     1.12%            0.66%
           Over 90 days past due                                                      2.01%            1.20%
Portfolio Finance:
           Gross Receivable Balance                                                $205,612         $223,538
           31 -  60 days past due                                                     2.95%            2.65%
           61 -  90 days past due                                                     1.02%            1.60%
           Over 90 days past due                                                      0.54%            0.08%
Rental and Distribution:
           Gross Receivable Balance                                                 $15,053          $12,450
           31 -  60 days past due                                                     6.61%            6.48%
           61 -  90 days past due                                                     0.38%              - -
           Over 90 days past due                                                      0.01%            0.07%
Vendor Finance:
           Gross Receivable Balance                                                $244,624         $224,253
           31 -  60 days past due                                                     3.38%            3.31%
           61 -  90 days past due                                                     1.80%            1.34%
           Over 90 days past due                                                      1.73%            1.70%
Totals:
           Gross Receivable Balance                                                $536,364         $540,221
           31 -  60 days past due                                                     3.33%            2.78%
           61 -  90 days past due                                                     1.37%            1.31%
           Over 90 days past due                                                      1.26%            0.92%
Average net investment in leases and
               loans owned and managed                                             $477,023         $394,628

Net charge-offs                                                                      $2,177          $10,104
Annualized net charge-off percentage                                                  1.83%            2.56%

Allowance for doubtful receivables included in:
              Net investment in direct finance leases and loans                     $11,011          $11,918
              Securitization retained interest                                        - - -               78
                                                                          ------------------ ----------------
Total allowance and holdbacks                                                       $11,011          $11,996
Holdback reserves on portfolios acquired                                              2,082            2,386
                                                                          ------------------ ----------------
Total allowance and holdbacks                                                       $13,093          $14,382
                                                                          ================== ================

Recourse to Portfolio Finance customers in addition
                                                                          ------------------ ----------------
to holdback reserves on portfolios acquired                                         $18,363          $18,333
                                                                          ================== ================
</TABLE>
<PAGE>

                      LINC Capital, Inc. and Subsidiaries
      Notes to Consolidated Financial Statements (Unaudited) - (Continued)



(7)      Debt
<TABLE>
<CAPTION>

     Notes Payable

     Notes Payable to banks and others were as follows:
<S>                                                                              <C>               <C>
                                                                                 March 31,         December 31,
                                                                                   2000                 1999

                                                                                        (In thousands)

      Senior credit facility.........................                              $101,000          $99,700
      Other..........................................                                 2,386            3,054
                                                                          ------------------ ----------------
                         Total.......................                              $103,386         $102,754
                                                                          ================== ================
</TABLE>


     At March 31, 2000 and  December  31, 1999,  $101,000,000  and  $99,700,000,
respectively,  was  outstanding  under  a  senior  credit  facility  (the  "Loan
Agreement").  The weighted-average  interest rate on the Loan Agreement at March
31, 2000 and December 31, 1999 was 7.66% and 7.65%,  respectively.  The facility
is secured by substantially all of the assets of the Company and was used by the
Company to finance the acquisition of equipment pending  completion of permanent
financing  and for normal  working  capital  purposes.  As of March 31, 2000 and
December  31, 1999,  the Company was in  violation of the  covenants of its Loan
Agreement relating to minimum earnings, minimum tangible net worth, leverage and
interest  coverage.  It was also in  violation  of  covenants  contained  in the
agreements  relating  to the  Conduit  Facility  and the  insurance  policy that
provides credit enhancement to the Term Securitization. For further information,
see note 3.

     Nonrecourse and Recourse Debt

     At March 31, 2000 and December 31, 1999, the Company had  $172,651,000  and
$134,228,000  of  nonrecourse  debt recorded on its  consolidated  balance sheet
under its Conduit Facility,  with  weighted-average  interest rates of 7.33% and
6.26%,  respectively.  Additionally,  at March 31, 2000 and  December  31, 1999,
$155,936,000  and  $179,891,000  was recorded as nonrecourse debt under the Term
Securitization. The weighted-average interest rate on the Term Securitization is
6.24%. The Company also permanently finances leases with financial institutions,
on either a nonrecourse  and/or partial  recourse  basis.  At March 31, 2000 and
December  31,1999,  the Company had $30,582,000 and  $37,131,000,  respectively,
outstanding under these financings.
<PAGE>
                      LINC Capital, Inc. and Subsidiaries
      Notes to Consolidated Financial Statements (Unaudited) - (Continued)


(8)      Earnings per Share

<TABLE>
<CAPTION>

     The following table sets forth the computation of basic and diluted earnings per share.

                                                                                    Three months ended March 31,
                                                                                    2000                    1999
                                                                                  (In thousands, except share data)
       <S>                                                                           <C>                  <C>
       Net earnings (loss) from operations.........................                  $(1,427)             $425
           Preferred stock dividends...............................                        75               -

       Numerator for basic and diluted earnings (loss) per share -
           Net earnings (loss) available to common                                 ----------        ----------
        stockholders...............................................                  $(1,502)             $425
                                                                                   ----------        ----------
       Denominator for basic earnings (loss) per share -
       Weighted average shares outstanding.........................                 5,265,050        5,221,682
       Effect of dilutive stock options............................                         -          135,247
                                                                                    ---------        ----------
       Denominator for diluted earnings (loss) per share...........                 5,265,050        5,356,929
        Net earnings (loss)                                                         ---------        ----------
                    Basic earnings per share.......................                   $(0.29)             $.08
                    Diluted earnings per share.....................                   $(0.29)             $.08

(9)    Comprehensive Income

         The  components of comprehensive income (loss) for the three months ended
     March 31, 2000 and 1999 are as follows:
                                                                                   Three months ended March 31,
                                                                                    2000                 1999
                                                                                          (In thousands)

       Net earnings (loss).........................................                   $(1,427)             $425

       Other comprehensive income (loss), net of tax:
                   Unrealized loss on securities...................                      (109)             (96)
                   Foreign currency translation adjustment.........                         25               27
                                                                                      ---------           --------
      Comprehensive income (loss)..................................                  $ (1,511)              $356
                                                                                     ==========           ========
</TABLE>

Accumulated  other  comprehensive  income (loss),  net of tax, at March 31,
2000 and  December  31,  1999  consists of  unrealized  gains on  securities  of
$662,000 and $771,000 and accumulated foreign currency  translation  adjustments
of $186,000 and $161,000, respectively.
<PAGE>
                      LINC Capital, Inc. and Subsidiaries
      Notes to Consolidated Financial Statements (Unaudited) - (Continued)

<TABLE>
<CAPTION>

(10)  Segment Information

     The Company has four reportable segments: Select Growth Finance,  Portfolio
     Finance,  Rental and Distribution,  and Vendor Finance. The following table
     presents certain information by segment.

                                               Select                      Rental
                                               Growth      Portfolio        and          Vendor
(In thousands)                                 Finance     Finance       Distribution    Finance      Corporate    Consolidated
<S>                                             <C>         <C>            <C>           <C>            <C>           <C>
Three months ended March 31, 2000
    Total revenues.......................       $1,555      $3,921         $11,346       $6,887         $ -           $23,709
    Depreciation and
         amortization expense............          132         246           1,226          397            -            2,001
    Interest expense.....................        1,058       3,255             561        3,572            -            8,446
    Earnings (loss) before income taxes..       $(665)       (325)              51          (2)        (486)          (1,427)
    Total assets.........................       57,310     184,214          49,172      216,761       11,405          518,862
    Lease fundings.......................       $2,509      $5,737          $3,787      $36,928          $ -          $48,961

Three months ended March 31, 1999
    Total revenues.......................       $2,776      $5,397          $8,784       $2,485          $ -          $19,442
    Depreciation and
        amortization expense.............          111         571           1,141          218            -            2,041
    Interest expense.....................        1,083       1,856             317          775            -            4,031
    Earnings (loss) before income taxes..          237       1,904             156      (1,416)        (294)              587
    Total assets.........................       73,311     147,018          33,216       82,007        3,204          338,756
    Lease fundings.......................       $6,357     $63,093          $2,641      $24,005          $ -          $96,096
</TABLE>


(11)  Redeemable Preferred Stock

     On  February  1,  2000,  the  Company  issued  $5,625,000  of  Series  A 8%
Cumulative  Redeemable Preferred Stock. The issuance of this series of preferred
stock was coupled  with  warrants to purchase  326,250  shares of the  Company's
common stock at $5.49 per share.  Additional  warrants for up to 652,500  shares
may be issued on a pro-rata  basis through  September 30, 2000, if the preferred
shares are not  redeemed  as a result of a change of  control  or a  refinancing
prior to that time. The Preferred  Stock bears dividends at 8% per annum through
December 31, 2000, 10% per annum from January 1, 2001 through  December 31, 2001
and 12% per annum thereafter. The Preferred Stock is mandatorily redeemable upon
a change of control or on January 31, 2005,  whichever occurs first. The Company
has not paid or declared the  dividend  payable on March 31, 2000 as a result of
defaults under the Loan Agreement. As a consequence,  the dividend rate has been
increased to 9%.
<PAGE>

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

Results of Operations

Three Months ended March 31, 2000  compared to Three Months ended March 31, 1999

     Sales of equipment  increased to $9.1 million from $6.9 million and cost of
equipment  sold  increased  to  $7.4  million  from  $5.5  million  due  to  the
acquisition of Internet Finance & Equipment, Inc. in August 1999 (now LINC IF+E)
which distributes and leases  telecommunications,  routing and Internet enabling
equipment.  This  increase was  partially  offset by a 9.1% and 6.5% decrease in
sales  of  analytical  instruments  and  cost of  analytical  instruments  sold,
respectively,  in the  Company's  other Rental and  Distribution  business.  The
decline  in net  margins  on sales of  equipment  to 18.5%  from 20.3% is due to
manufacturer  incentives  received  on  equipment  sold  during  the prior  year
quarter.

     Direct finance lease income increased to $10.4 million from $5.8 million as
a  result  of  a  substantially   higher  level  of  finance  lease  receivables
outstanding,  arising from acquired  portfolios and internal lease originations.
Average  finance  lease  receivables  outstanding  increased  111%. In addition,
during the quarter ended September 30, 1999, $99.0 million in lease  receivables
were  repurchased  from the  Company's  commercial  paper  conduit  facility  in
connection  with the  completion  of a term  securitization  and included in the
Company's  balance sheet.  As a result,  commencing in the third quarter of 1999
direct finance lease income  includes the net amount of the direct finance lease
income relating to such repurchased receivables.

     Interest income  increased to $0.9 million from $0.8 million  primarily due
to an increase in interest-bearing notes receivable held by the Company.  Direct
finance  lease income and interest  income,  minus  interest  expense,  was $2.9
million,  or 25.8% of direct  finance  lease  income and  interest  income  (the
"Interest Margin") compared to $2.6 million, or 39.4%, in the prior year period.
The  decrease in the  Interest  Margin is due to an  increase in interest  rates
beginning in the second half of 1999 and a decrease in interest  income recorded
on the Company's securitization retained interest, resulting from the repurchase
of lease  receivables  from the Company's  commercial  paper conduit facility in
connection with completion of a term securitization.

     Rental and  operating  lease  revenue  decreased  to $2.2 million from $2.7
million primarily due to the maturity of operating leases acquired in 1998.

     Servicing  fees and  other  income  decreased  to $0.8  million  from  $2.6
million. Servicing fees and other income primarily consists of fees received for
servicing  off-balance  sheet  securitized  leases,  fees received for servicing
third party lease  portfolios,  interim rents received by Select Growth Finance,
and late fees. The decrease over the prior year period primarily relates to $1.2
million in deferred  incentive  fees realized in connection  with servicing of a
portfolio owned by a third party during the first quarter of 1999 and a decrease
in fees received for servicing  securitized leases resulting from a reduction in
off-balance sheet securitized  leases.  Additionally,  interim rents received by
Select  Growth  Finance  and late fees  collected  by Vendor  Finance  decreased
between periods.

     Gain on sale of lease  receivables  increased  to $0.2  million  from  $0.1
million.  These  amounts  represent  gains  on lease  receivables  sold to third
parties and fluctuate based on the volume of lease  receivables  sold in a given
period.
<PAGE>

     Gains on  equipment  residual  values  decreased  to $0.1 million from $0.3
million. Gains on equipment residual values fluctuate based on the dollar volume
of leases maturing in a given period.

     During the first  quarter of 2000,  the Company  recognized  a loss of $0.1
million on certain equity  participation rights versus a gain of $0.2 million in
the  comparable  prior  year  period.  Equity  participation  gains  and  losses
fluctuate  from  period  to  period  based  on the  value of  securities  in the
Company's portfolio and the timing of the sale of these securities.

     Selling,  general and administrative  expenses, net of initial direct costs
capitalized,  decreased  to $6.1  million  from $6.2  million.  The decrease was
attributable to an increase in initial direct costs capitalized resulting from a
change in the mix of lease originations between periods.  Lease originations for
the Company's Portfolio Finance  activities,  for which initial direct costs are
not capitalized under generally accepted accounting standards,  were 12% and 66%
of total  lease  originations  for the  quarters  ended March 31, 2000 and 1999,
respectively. This decrease was partially offset by an increase in personnel and
operating  costs  associated with the acquisition of LINC IF+E in August 1999 in
the Company's  Rental and Distribution  business unit and increased  activity in
the Company's other business  units.  The number of people  employed,  including
employees of companies acquired, increased 15% from 176 at March 31, 1999 to 202
at March 31, 2000.

     Interest expense increased to $8.4 million from $4.0 million, due primarily
to increased  borrowings  resulting from growth in lease  originations and lease
portfolios  acquired,  with the resulting  increase in borrowings.  In addition,
interest expense increased over the same period in the prior year as a result of
the  repurchase by the Company  during the quarter  ended  September 30, 1999 of
$99.0  million in lease  receivables  previously  sold to its  commercial  paper
conduit facility utilizing proceeds of a term securitization which increased the
level on nonrecourse  debt, and an increase in interest  rates.  Average finance
lease receivables outstanding increased 111%.

     Depreciation of equipment,  decreased to $1.6 million from $1.8 million due
to a decrease in operating leases,  partially offset by an increase in equipment
under rental agreements. The average net book value of equipment held for rental
and operating leases decreased approximately 10% over the prior year period.

     Amortization of intangibles increased to $0.4 million from $0.3 million due
to the  amortization  of issuance  costs  resulting  from a term  securitization
completed  during the third quarter of 1999,  partially  offset by a decrease in
goodwill  amortization  due to the  write-off  of goodwill  associated  with the
acquisitions of Comstock Leasing Inc., Monex Leasing,  Ltd.,  Spectra  Precision
Credit Corp. and Connor Capital Corporation at December 31, 1999.

     The provision for credit losses increased to $1.2 million from $1.1 million
despite  a 49%  decrease  in lease  originations  due to a change  in the mix of
leases  originated  between  periods.   Lease  originations  for  the  Company's
Portfolio Finance activities, which typically have holdback reserves or recourse
to the Portfolio Finance customers, were 12% and 66% of total lease originations
for the quarters ended March 31, 2000 and 1999, respectively.

     The  Company  did not  record a tax  benefit  on the  pre-tax  loss of $1.4
million  for the first  quarter of 2000  since  realization  of the tax  benefit
cannot be assured.  The Company  recorded  income tax expense of $0.2 million on
pre-tax income of $0.6 million for the same period of the prior year.

<PAGE>
Liquidity and Capital Resources

         General

     The  Company's  activities  are capital  intensive  and  require  access to
substantial  amounts of credit to fund new  equipment  leases.  The  Company has
financed its  operations to date  primarily  through cash flow from  operations,
borrowings  under its Loan  Agreement  with its senior  lenders  and its Conduit
Facility, other non-recourse and recourse loans, the Term Securitization and the
sale of equity.

         Cash Flow

     Cash flows from operating and financing  activities are generated primarily
from  receipts on direct  finance and  operating  leases,  rentals of analytical
instruments, gross profit on the sale of analytical instruments,  realization of
equipment residual values,  and financing of new lease  origination's and rental
inventory  through  credit  facilities  and  securitizations.  Cash  flows  from
operating and financing activities for the three months ended March 31, 2000 and
1999 were $59.4 million and $95.0 million,  respectively.  The decrease  between
2000 and 1999 results primarily from a decrease in the volume of securitizations
completed  in the first  quarter of 2000,  partially  offset by an  increase  in
payments received on direct finance leases.

        Credit Facilities

     In the past, the Company  utilized its secured  revolving  credit  facility
provided  by a  syndicate  of  banks  under  the  Loan  Agreement  to  fund  the
acquisition   and   origination  of  leases  and  the  purchase  of  rental  and
distribution  inventory.  As of March 31, 2000, the Company had borrowed  $101.0
million, with a weighted-average interest rate of 7.66%.

     The Company is currently in violation of certain  covenants  under the Loan
Agreement and is in discussions  with lenders  intended to lead to a forbearance
of enforcement of remedies under the Loan Agreement during a period in which the
Company  downsizes its operations by sale of elements of its lease portfolio and
outsourcing  of the  servicing  of the  portfolio.  A portion of the proceeds of
portfolio sales would be used to repay indebtedness under the Loan Agreement and
to  provide  liquidity  to  the  Company's  remaining  activities.   During  the
forbearance period, the Company intends to refinance indebtedness relating to
the Company's rental and distribution activities.  If the Company is not able to
obtain a  forbearance,  refinance  its rental and  distribution  activities  and
provide liquidity to the rental and distribution activities, the Company may not
be able to continue as a going concern. For further information, see note 3.

        Commercial Paper Conduit Securitization Facilities

     The Company,  through a special purpose subsidiary,  has a commercial paper
conduit  securitization  facility  in an amount of $289  million  (the  "Conduit
Facility").  At March 31, 2000, $178.7 million of the facility was utilized. The
terms of the facility permitted the financing of substantially all of the leases
originated in the Company's  Portfolio Finance,  Vendor Finance,  and Rental and
Distribution  activities as well as the majority of the leases originated in the
Company's  Select  Growth  Finance  activities.  The  Company  is  currently  in
violation of certain  covenants under the Conduit  Facility.  Consequently,  the
Company is precluded from funding new transactions into the Conduit Facility and
the  normal  periodic  return  of its  retained  interest,  concurrent  with the
repayment  of debt,  has been  deferred,  reducing  the funds  available  to the
<PAGE>
Company for working capital.  Liquidity continues to be available to the Conduit
Facility until June 19, 2000.  Should  liquidity not be available to the Conduit
Facility  beyond  June 19,  2000,  the  interest  rate  would  increase  and the
liquidity  providers  would be  permitted  to sell the lease  portfolio at their
discretion.  The Company is in discussions with the liquidity  providers to such
facility to extend the  maturity of the facility  for an interim  period  during
which time the Company  anticipates  that sales of lease portfolios will be used
to reduce the  outstanding  amount under the Conduit  Facility.  There can be no
assurance that the providers will extend the  availability  of liquidity  beyond
June 19, 2000. For further information, see note 3.

     At the time of placing leases in the securitization facilities, the Company
enters  into  interest  rate cap and  interest  rate swap  agreements  to manage
interest rate risk.

        Term Securitization

     In July 1999, the Company, through a special purpose subsidiary,  completed
a term securitization in the amount of $237 million (the "Term Securitization").
$199  million of A-1  Certificates  rated AAA by  Standard  and Poor's and Fitch
IBCA,  Inc.  and Aaa by  Moody's  Investor  Service,  Inc.,  $9  million  of B-1
Certificates  rated BBB by Fitch IBCA,  Inc., and $9 million of B-2 Certificates
rated BB by Fitch IBCA,  Inc., were issued in the private  market.  A portion of
the B-2  Certificates  (approximately  $3 million) and the C Certificate  of $17
million  were  retained  by the  Company.  The  remaining  balance  of  the  A-1
Certificates, the B-1 Certificates, the B-2 Certificates, and the C Certificates
at March 31, 2000 was $142.9  million,  $6.4 million,  $8.9  million,  and $12.0
million, respectively.

     The Company is currently in violation of certain  covenants  under the Term
Securitization.  As a result,  the  Company  has  consented  to be  replaced  as
servicer of the Term  Securitization.  This will  result in a loss of  servicing
fees of  approximately  $800,000  during  2000.  In  addition,  the  cash  flows
available to the Company from its retained interest have been deferred until the
Term  Securitization  debt has been  repaid,  reducing the funds  available  for
current operations. For further information, see note 3.

        Preferred Stock

     On  February  1,  2000,  the  Company  issued  $5,625,000  of  Series  A 8%
Cumulative  Redeemable  Preferred  Stock (the "Series A Preferred  Stock").  The
issuance of this series of preferred stock was coupled with warrants to purchase
326,250  shares of the  Company's  common  stock at $5.49 per share.  Additional
warrants  for up to 652,500  shares may be issued on a  pro-rata  basis  through
September 30, 2000, if the Series A Preferred  Stock is not redeemed as a result
of a change  of  control  or a  refinancing  prior to that  time.  The  Series A
Preferred Stock accrues cumulative  preferred  dividends at 8% per annum through
December 31, 2000, 10% per annum from January 1, 2001 through  December 31, 2001
and 12% per annum  thereafter.  The Series A  Preferred  Stock is required to be
redeemed  by the  Company  upon a change of  control  or on  January  31,  2005,
whichever occurs first. As a result of the violation of certain  covenants under
the Loan  Agreement,  the Company  was unable to declare or make  payment of the
dividend  on  the  Series  A  Preferred  Stock  due  on  March  31,  2000.  As a
consequence,  the Company may be in default of certain  provisions  of the terms
and  conditions  of the Series A Preferred  Stock and the dividend  rate on such
preferred stock accruing after March 31, 2000 has been increased by 1 percentage
point.

Note on Forward Looking Information

     Certain  statements  in this Form  10-Q and in the  future  filings  by the
Company with the Securities and Exchange Commission and in the Company's written
and oral  statements  made by or with the  approval of an  authorized  executive
officer  constitute  "forward looking  statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
<PAGE>
of 1934, and the Company intends that such forward-looking statements be subject
to the safe harbors created thereby. The words and phrases "expects", "intends",
"believe",  "will  seek",  and "will  realize" and similar  expressions  as they
relate  to  the  Company  or  its  management  are  intended  to  identify  such
forward-looking   statements.   These  forward-looking  statements  reflect  the
Company's current view with respect to future events and financial  performance,
but are  subject to many  uncertainties  and factors  relating to the  Company's
operations  and business  environment  which may cause the actual results of the
Company to be  materially  different  from results  expressed or implied by such
forward-looking statements. Examples of such uncertainties, include, but are not
limited to, the Company's plans for reducing overhead and for selling portfolios
of leases,  the  Company's  plans and  intentions  with regard to its rental and
distribution  operations,  and the  availability  of  financial  resources.  The
Company   undertakes   no   obligation   to   publicly   update  or  revise  any
forward-looking statements whether as a result of new information, future events
or otherwise.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     There have been no material  changes  from the 1999  Annual  Report on Form
10-K related to the Company's  exposure to market risk from interest  rates.  At
December 31, 1999,  termination  of the $354.1  million  interest  rate swap and
interest rate cap agreements would have resulted in a credit to earnings of $2.1
million. At March 31, 2000, termination of the $334.6 million interest rate swap
and interest rate cap agreements  would have resulted in a credit to earnings of
$2.0 million.


Part II - Other Information

Item 1.  Legal Proceedings

     There are no  material  pending  legal  proceedings,  other  than  ordinary
routine litigation  incidental to its business,  to which the Company is a party
or of which any of its  property is the  subject.  The Company is  currently  in
default of certain of its obligations  relating to the acquisition of one of its
Vendor Finance  origination  units and has been  threatened with litigation as a
consequence of such default.

Item 2.  Changes in Securities and Use of Proceeds

     On  February  1,  2000,  the  Company  issued  $5,625,000  of  Series  A 8%
Cumulative  Redeemable  Preferred  Stock (the "Series A Preferred  Stock").  The
issuance of this series of preferred stock was coupled with warrants to purchase
326,250  shares of the  Company's  common  stock at $5.49 per share.  Additional
warrants  for up to 652,500  shares may be issued on a  pro-rata  basis  through
September 30, 2000, if the Series A Preferred  Stock is not redeemed as a result
of a change  of  control  or a  refinancing  prior to that  time.  The  Series A
Preferred Stock accrues cumulative  preferred  dividends at 8% per annum through
December 31, 2000, 10% per annum from January 1, 2001 through  December 31, 2001
and 12% per annum  thereafter.  The Series A  Preferred  Stock is required to be
redeemed  by the  Company  upon a change of  control  or on  January  31,  2005,
whichever occurs first. As a result of the violation of certain  covenants under
the Loan  Agreement,  the Company  was unable to declare or make  payment of the
dividend  on  the  Series  A  Preferred  Stock  due  on  March  31,  2000.  As a
consequence,  the Company may be in default of certain  provisions  of the terms
and  conditions  of the Series A Preferred  Stock and the dividend  rate on such
preferred stock accruing after March 31, 2000 has been increased by 1 percentage
point.  The total arrearage in the payment of dividends on May 18, 2000 was $0.1
million.
<PAGE>
Item 3.  Defaults Upon Senior Securities

     The Company was in  violation of the minimum  tangible  net worth,  minimum
earnings,  leverage and interest coverage  covenants under its Loan Agreement at
March 31, 2000 and December 31, 1999.  The  violations  under the Loan Agreement
have also resulted in cross-defaults  in the agreements  relating to the Conduit
Facility  and the Term  Securitization.  The amount  outstanding  under the Loan
Agreement at May 18, 2000 was $100.0 million.  The amount  outstanding under the
Conduit Facility and the Term  Securitization at April 20, 2000, the most recent
settlement  date,  was $171.2  million  and $147.6  million,  respectively.  For
further  information,  see  Note  3 to  Consolidated  Financial  Statements  and
Management's Discussion and Analysis - Liquidity and Capital Resources.

Item 5.   Other Information

     The Company has not  scheduled an Annual  Meeting of  Shareholders  at this
time due to the time commitment and costs associated with such a meeting.

Item 6. Exhibits and Reports on Form 8-K

        Exhibits

        Exhibit
        Number           Document Description
       ---------        -------------------------
        27.1             Financial Data Schedule

        Reports on Form 8-K

     On March 17, 2000, the Company filed a current report on Form 8-K reporting
under Item 5 thereof the  placement  of  preferred  stock and the renewal of its
revolving credit facility until December 31, 2000.

SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                               LINC CAPITAL, INC.

Dated: May 19, 2000

                                             By: /s/ Allen P. Palles
                                                 ----------------------------
                                                 Allen P. Palles
                                                 Executive Vice President and
                                                     Chief Financial Officer
                                                 (Principal Financial Officer)

                                             By: /s/ Mark A. Arvin
                                                 ----------------------------
                                                 Mark A. Arvin
                                                 Senior Vice President, Finance
                                                 (Principal  Accounting Officer)