<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

          [X]     Quarterly report pursuant to Section 13 or 15(d) of the
                  Securities and 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 and Exchange Act of 1934 for the transition period
                  from ____________ to ____________


                         Commission file number 0-27444


                               F.Y.I. INCORPORATED
             (Exact name of registrant as specified in its charter)


              DELAWARE                                 75-2560895
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

    3232 MCKINNEY AVENUE, SUITE 900,                      75204
            DALLAS, TEXAS
(Address of principal executive offices)                (Zip code)

   REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 953-7555

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

                     Yes   X                      No
                         -----                       -----

          As of April 30, 2000, 15,023,956 shares of the registrant's Common
   Stock, $.01 par value per share, were outstanding.



<PAGE>

                      F.Y.I. INCORPORATED AND SUBSIDIARIES
                  FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2000

                                      INDEX


<TABLE>
<CAPTION>

    PART I.        FINANCIAL INFORMATION
    <S>            <C>                                                                      <C>

    Item 1         Financial Statements                                                        3

                   Consolidated Balance Sheets - December 31, 1999 and
                   March 31, 2000 (unaudited)                                                  4

                   Consolidated Statements of Operations - Three months ended
                   March 31, 1999 and 2000 (unaudited)                                         5

                   Consolidated Statements of Cash Flows - Three months ended
                   March 31, 1999 and 2000 (unaudited)                                         6

                   Notes to Consolidated Financial Statements - March 31, 2000                 7

    Item 2         Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                                  10

    Item 3         Quantitative and Qualitative Disclosures about Market Risk                 13

    PART II.       OTHER INFORMATION

    Item 5         Other Information                                                        II-1

    Item 6         Exhibits and Reports on Form 8-K                                         II-2

                   SIGNATURES                                                               II-3

                   INDEX TO EXHIBITS                                                        II-4

</TABLE>


                                                2

<PAGE>



PART I.       FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS
























                                      3
<PAGE>

                      F.Y.I. INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                             DECEMBER 31,         MARCH 31,
                                                                                                  1999               2000
                                                                                           ----------------    -------------
                                   ASSETS                                                                       (UNAUDITED)
  <S>                                                                                      <C>                 <C>
  CURRENT ASSETS:
      Cash and cash equivalents                                                            $      9,396        $    11,930
      Accounts receivable and notes receivable, less allowance of $8,835 and
          $8,828, respectively                                                                   82,863             92,729
      Notes receivable, stockholders - short term                                                   269                 --
      Current portion of deferred tax asset                                                       2,890              3,244
      Inventories                                                                                 5,695              6,425
      Prepaid expenses and other current assets                                                   5,506              5,104
                                                                                           ------------        -----------
             Total current assets                                                               106,619            119,432

  PROPERTY, PLANT AND EQUIPMENT, net                                                             46,512             50,679
  GOODWILL AND OTHER INTANGIBLES, net of amortization of $10,728
     and $12,617, respectively                                                                  212,316            228,138
  OTHER NONCURRENT ASSETS                                                                         3,908              4,885
                                                                                           ------------        -----------
             Total assets                                                                  $    369,355        $   403,134
                                                                                           ============        ===========

                                         LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
      Accounts payable and accrued liabilities                                             $     78,280        $    63,245
      Current maturities of long-term obligations                                                 1,204              1,158
      Income taxes payable                                                                        7,022              6,835
                                                                                           ------------        -----------
             Total current liabilities                                                           86,506             71,238

  LONG-TERM OBLIGATIONS, net of current maturities                                               85,172            125,894
  DEFERRED INCOME TAXES, net of current portion                                                   2,017              1,863
  OTHER LONG-TERM OBLIGATIONS                                                                    20,651              8,406
                                                                                           ------------        -----------
             Total liabilities                                                                  194,346            207,401

  COMMITMENTS AND CONTINGENCIES

  STOCKHOLDERS' EQUITY:
      Preferred stock, $.01 par value, 1,000,000 shares authorized,
         no shares issued and outstanding                                                            --                 --
      Common stock, $.01 par value, 26,000,000 shares authorized,
         14,581,639 and 15,129,721 shares issued and outstanding at
         December 31, 1999 and March 31, 2000, respectively                                         146                151
      Additional paid-in-capital                                                                120,179            137,329
      Retained earnings                                                                          55,185             62,347
                                                                                           ------------        -----------
                                                                                                175,510            199,827
      Less - Treasury stock, $.01 par value, 36,670 and 169,121 shares
         at December 31, 1999 and March 31, 2000, respectively                                     (501)            (4,094)
                                                                                           ------------        -----------
           Total stockholders' equity                                                           175,009            195,733
                                                                                           ------------        -----------
           Total liabilities and stockholders' equity                                      $    369,355        $   403,134
                                                                                           ============        ===========
</TABLE>

             The accompanying notes are an integral part of these consolidated
                                   financial statements.


                                             4
<PAGE>

                      F.Y.I. INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                                   THREE MONTHS
                                                                                                       ENDED
                                                                                                      MARCH 31,
                                                                                            ---------------------------
                                                                                               1999             2000
                                                                                            ----------       ----------
                                                                                                    (UNAUDITED)
  <S>                                                                                       <C>              <C>
  REVENUE                                                                                   $   71,612       $  107,765

  COST OF SERVICES                                                                              44,148           65,673
  DEPRECIATION                                                                                   1,864            3,116
                                                                                            ----------       ----------
        Gross profit                                                                            25,600           38,976
  SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES                                                                                    15,555           23,474
  AMORTIZATION                                                                                     909            1,890
                                                                                            ----------       ----------
        Operating income                                                                         9,136           13,612

  OTHER (INCOME) EXPENSE:
    Interest expense                                                                               497            1,852
    Interest income                                                                               (105)            (102)
    Other (income) expense, net                                                                    (45)             (75)
                                                                                            ----------       ----------
        Income before income taxes                                                               8,789           11,937

  PROVISION FOR INCOME TAXES                                                                     3,516            4,775
                                                                                            ----------       ----------
  NET INCOME                                                                                $    5,273       $    7,162
                                                                                            ==========       ==========

  NET INCOME PER COMMON SHARE
    BASIC                                                                                   $     0.38       $     0.49
                                                                                            ==========       ==========
    DILUTED                                                                                 $     0.36       $     0.46
                                                                                            ==========       ==========

  WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    BASIC                                                                                       13,940           14,564
                                                                                            ==========       ==========
    DILUTED                                                                                     14,579           15,520
                                                                                            ==========       ==========

</TABLE>


            The accompanying notes are an integral part of these consolidated
                                   financial statements.


                                             5

<PAGE>

                      F.Y.I. INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                                   THREE MONTHS
                                                                                                       ENDED
                                                                                                      MARCH 31,
                                                                                            ---------------------------
                                                                                                1999               2000
                                                                                            ----------       ----------
                                                                                                    (UNAUDITED)
  <S>                                                                                       <C>              <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                              $    5,273       $    7,162
    Adjustments to reconcile net income to net cash provided
     by operating activities:
        Depreciation and amortization                                                            2,773            5,006
    Change in operating assets and liabilities:
           Accounts receivable and notes receivable                                             (3,023)          (4,396)
           Prepaid expenses and other assets                                                    (1,534)          (2,670)
           Accounts payable and other current liabilities                                        4,042            1,383
                                                                                            ----------       ----------
              Net cash provided by operating activities                                          7,531            6,485

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                                                   (3,746)          (3,655)
    Cash paid for acquisitions, net of cash acquired                                           (13,897)         (40,762)
                                                                                            ----------       ----------
              Net cash used for investing activities                                           (17,643)         (44,417)

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from common stock issuance, net of underwriting
     discounts and other costs                                                                   1,244              657
    Proceeds from long-term obligations                                                         10,750           48,500
    Principal payments on long-term obligations                                                 (7,391)          (8,691)
                                                                                            ----------       ----------
              Net cash provided by financing activities                                          4,603           40,466

  NET CHANGE IN CASH AND CASH EQUIVALENTS                                                       (5,509)           2,534

  CASH AND CASH EQUIVALENTS, beginning of period                                                14,592            9,396
                                                                                            ----------       ----------

  CASH AND CASH EQUIVALENTS, end of period                                                  $    9,083       $   11,930
                                                                                            ==========       ==========


</TABLE>


              The accompanying notes are an integral part of these consolidated
                                   financial statements.


                                             6

<PAGE>

                      F.Y.I. INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

    The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of F.Y.I. Incorporated
and our subsidiaries.

    In the opinion of our management, the accompanying consolidated financial
statements include all of our accounts and the adjustments necessary to
present fairly our financial position at March 31, 2000, our results of
operations for the three months ended March 31, 1999 and 2000, and our cash
flows for the three months ended March 31, 1999 and 2000. All significant
intercompany transactions have been eliminated. Although we believe that the
disclosures are adequate to make the information presented not misleading,
certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission (the "Commission").
These consolidated financial statements should be read in conjunction with our
consolidated financial statements and the related notes thereto in our Annual
Report on Form 10-K filed with the Commission on March 23, 2000. The results
of operations for the interim periods ended March 31, 1999 and 2000 may not be
indicative of the results for the full year.

    Certain prior period amounts have been reclassified to make their
presentation consistent with the current year.

2. WEIGHTED AVERAGE SHARES OUTSTANDING

    Basic and diluted net income per common share were computed in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." The differences between basic weighted average common shares and
diluted weighted average common shares and common stock equivalents are as
follows (in thousands):


<TABLE>
<CAPTION>

                                                                           THREE MONTHS
                                                                              ENDED
                                                                            MARCH 31,
                                                                   ---------------------------
                                                                      1999             2000
                                                                   ----------       ----------
     <S>                                                           <C>              <C>
     Basic weighted average common shares                              13,940           14,564
     Weighted average options and warrants and other
      contingent consideration                                            639              956
                                                                   ----------       ----------
     Diluted weighted average common shares                            14,579           15,520
                                                                   ==========       ==========


</TABLE>

                                                7


<PAGE>

3.       BUSINESS COMBINATIONS

2000 ACQUISITIONS

    During the first three months of 2000, we acquired three document and
information management outsourcing solutions businesses which were accounted
for as purchases (the "Purchased Companies"). These acquisitions were Mailing
and Marketing, Inc., Global Direct, Inc. and Pinnacle Legal Copies, Inc. and
PLCI, Inc. The aggregate consideration paid for the Purchased Companies
consisted of $25.0 million in cash and 17,986 shares of common stock. The
preliminary allocation of the purchase price is set forth below (in
thousands):

<TABLE>

         <S>                                              <C>
         Consideration Paid                               $    25,471
         Estimated Fair Value of Tangible Assets               13,679
         Estimated Fair Value of Liabilities                    7,649
         Goodwill                                              19,441


</TABLE>


    The weighted average fair market value of the shares of common stock used
in calculating the consideration paid for the Purchased Companies was $27.80,
which represents market price on the date of acquisition.

    The estimated fair market values reflected above are based on preliminary
estimates and assumptions and are subject to revision. In management's
opinion, the preliminary allocations are not expected to be materially
different than the final allocations.

CONTINGENT CONSIDERATION

    Certain of our acquisitions are subject to adjustments in their overall
consideration based upon the achievement of specified earnings targets over
one to three year periods. During the first quarter of 2000, we paid
consideration of $14.3 million in cash and 359,115 shares of common stock in
relation to contingent consideration agreements that have been finalized. This
consideration is net of cash and shares received relating to holdback
arrangements. The shares received were recorded as treasury stock. Based upon
the evaluation of cumulative earnings through March 31, 2000 against the
specified earnings targets, we have accrued aggregate contingent consideration
of approximately $15.1 million, of which $8.4 million is classified as
accounts payable and accrued liabilities and $6.7 million is classified as
other long-term obligations. All of the periods applicable for the earnout
targets have not been completed, and the amounts paid at the conclusion are
likely to be different from amounts presently accrued.

INTANGIBLE ASSETS

    All intangibles are considered enterprise goodwill. Based on the
historical profitability of the purchased companies and trends in the legal,
healthcare and other industries to outsource document management functions in
the foreseeable future, the enterprise goodwill is being amortized over
periods not to exceed 30 years. Management continually evaluates whether
events and circumstances indicate that the remaining estimated useful life of
intangible assets might warrant revisions or that the remaining balance of
intangibles or other long-lived assets may not be recoverable. To make this
evaluation, management uses an estimate of undiscounted net income over the
remaining life of the intangibles or other long-lived assets. The goodwill
associated with a majority of our acquisitions is not deductible for income
tax purposes.

                                       8

<PAGE>

4.SEGMENT REPORTING

    We and our subsidiaries are principally engaged in document and
information outsourcing services. We have identified segments based on
management responsibility as follows:

    F.Y.I. Image: (i) electronic imaging services, involving the conversion of
paper or microfilm documents into digitized information, database management
and indexing; (ii) analog services involving the conversion of paper documents
into microfilm images, film processing and computer based indexing and
formatting; (iii) data capture and database management services involving data
capture, data consolidation and elimination, storage, maintenance, formatting
and report creation; (iv) claims processing; and (v) integrated solutions,
which deliver technical services with a focus on document imaging, work flow,
COLD and document information management systems using third party imaging
systems.

    F.Y.I. Legal: (i) automated litigation support, including document
conversion, computer indexing and automated document retrieval; (ii)
litigation consulting services such as discovery assistance, labor
discrimination, forensic analysis and other trial support services; (iii)
high-speed, multiple-set reproduction of documents; (iv) records acquisition
in the form of subpoena of business documents and service of process; and (v)
employee and investor services, which provide administration, record keeping
and information processing services.

    F.Y.I. HealthSERVE: (i) processing a request for a patient's medical
records from a physician, insurance company, attorney, healthcare institution
or individual; (ii) off-site active storage of a healthcare institutions
medical records; (iii) online delivery of images of selected medical records
for healthcare institutions; (iv) document and data conversion services for
healthcare institutions; (v) document conversion services for state government
disability, worker's compensation claims and other government agencies; (vi)
temporary staffing services; (vii) providing attending physicians' statements
for life and health insurance underwriting; and (viii) managed care compliance
reviews.

    F.Y.I. Direct: (i) direct mail, which includes direct mail and fulfillment
services to clients who need rapid, reliable and cost-effective methods for
making large scale distributions of advertising, literature and other
information; (ii) full service commercial printing, including printing and
related services such as electronic prepress services, full-color report
production of annual reports, flyers and catalogs; and (iii) statement
processing.

    We measure segment profit as earnings before taxes. Information on
segments follows (in thousands):

<TABLE>
<CAPTION>


                                                     THREE MONTHS ENDED MARCH 31, 2000
                               --------------------------------------------------------------------------------

                                F.Y.I. Image   F.Y.I. Legal   F.Y.I.HealthSERVE   F.Y.I. Direct   Consolidated
                                ------------   ------------   -----------------   -------------   ------------
<S>                             <C>            <C>            <C>                 <C>             <C>
Revenue                            $36,566        $21,283           $31,389          $18,527        $107,765
Income before income taxes           4,547          2,609             3,675            1,106          11,937


                                                    THREE MONTHS ENDED MARCH 31, 1999 (1)
                               --------------------------------------------------------------------------------

                                F.Y.I. Image   F.Y.I. Legal   F.Y.I.HealthSERVE   F.Y.I. Direct   Consolidated
                                ------------   ------------   -----------------   -------------   ------------
<S>                             <C>            <C>            <C>                 <C>             <C>
Revenue                            $15,578        $20,606           $25,854          $9,574         $71,612
Income before income taxes           2,551          2,367             3,293             578           8,789


</TABLE>


(1)     The 1999 segments have been reclassified to conform to our 2000 segment
        structure.


                                                9

<PAGE>

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

    The following discussion should be read in conjunction with our financial
statements and the related notes thereto appearing elsewhere in this Report on
Form 10-Q. Additional information concerning factors that could cause results
to differ materially from those forward-looking statements is contained under
"Item 5. Other Information."

INTRODUCTION

    Our revenue is segregated into the following segments: (i) F.Y.I. Image;
(ii) F.Y.I. Legal; (iii) F.Y.I. HealthSERVE; and (iv) F.Y.I. Direct. Services
provided to customers are described by segment as follows:

    F.Y.I. IMAGE: (i) electronic imaging services involving the conversion of
paper or microfilm documents into digitized information, database management
and indexing; (ii) analog services involving the conversion of paper documents
into microfilm images, film processing and computer based indexing and
formatting; (iii) data capture and database management services involving data
capture, data consolidation and elimination, storage, maintenance, formatting
and report creation; (iv) claims processing; and (v) integrated solutions,
which deliver technical services with a focus on document imaging, work flow,
COLD and document information management systems using third party imaging
systems.

    F.Y.I. LEGAL: (i) automated litigation support, including document
conversion, computer indexing and automated document retrieval; (ii)
litigation consulting services such as discovery assistance, labor
discrimination, forensic analysis and other trial support services; (iii)
high-speed, multiple-set reproduction of documents; (iv) records acquisition
in the form of subpoena of business documents and service of process; and (v)
employee and investor services, which provide administration, record keeping
and information processing services.

    F.Y.I. HEALTHSERVE: (i) processing a request for a patient's medical
records from a physician, insurance company, attorney, healthcare institution
or individual; (ii) off-site active storage of a healthcare institution's
medical records; (iii) online delivery of images of selected medical records
for healthcare institutions; (iv) document and data conversion services for
healthcare institutions; (v) document conversion services for state government
disability, worker's compensation claims and other government agencies; (vi)
temporary staffing services; (vii) providing attending physicians' statements
for life and health insurance underwriting; and (viii) managed care compliance
reviews.

    F.Y.I. DIRECT: (i) direct mail, which includes direct mail and fulfillment
services to clients who need rapid, reliable and cost-effective methods for
making large scale distributions of advertising, literature and other
information; (ii) full service commercial printing, including printing and
related services such as electronic prepress services, full-color report
production of annual reports, flyers and catalogs; and (iii) statement
processing.

    Cost of services consists primarily of compensation and benefits to
employees providing goods and services to our clients, occupancy costs,
equipment costs and supplies. Cost of services also includes the cost of
products sold for micrographics supplies and equipment, computer hardware and
software and business imaging supplies and equipment.

    Selling, general and administrative expenses ("SG&A") consist primarily
of: (i) compensation and related benefits to sales and marketing, executive
management, accounting, human resources and other administrative employees;
(ii) other sales and marketing costs; (iii) communications costs; (iv)
insurance costs; and (v) legal and accounting professional fees and expenses.

                                     10

<PAGE>

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED
MARCH 31, 1999

REVENUE

    Revenue increased 50.5% from $71.6 million for the three months ended
March 31, 1999 to $107.8 million for the three months ended March 31, 2000.
This increase was largely due to: (i) revenue from the acquisitions completed
subsequent to March 31, 1999; and (ii) internal growth of 12.7% in revenue at
the companies owned for longer than one year, based on the acquisition
anniversary date. This internal growth was primarily attributable to our
F.Y.I. Image segment and our F.Y.I. HealthSERVE and government services
business.

GROSS PROFIT

    Gross profit increased 52.3% from $25.6 million for the three months ended
March 31, 1999 to $39.0 million for the three months ended March 31, 2000,
largely due to acquisitions completed subsequent to March 31, 1999. Gross
profit as a percentage of revenue increased from 35.7% for the three months
ended March 31, 1999 to 36.2% for the three months ended March 31, 2000,
primarily due to higher profit margins associated with new acquisitions.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    SG&A increased 50.9% from $15.6 million, or 21.7% of revenue, for the
three months ended March 31, 1999 to $23.5 million, or 21.8% of revenue, for
the three months ended March 31, 2000. This increase in SG&A was a result of:
(i) SG&A incurred at companies acquired subsequent to March 31, 1999; and (ii)
increased corporate overhead required to manage the consolidated group.

OPERATING INCOME

    Operating income increased 49.0% from $9.1 million, or 12.8% of revenue,
for the three months ended March 31, 1999 to $13.6 million, or 12.6% of
revenue, for the three months ended March 31, 2000, largely attributable to
the factors discussed above.

INCOME BEFORE INCOME TAXES AND NET INCOME

    Income before income taxes increased 35.8% from $8.8 million for the three
months ended March 31, 1999 to $11.9 million for the three months ended March
31, 2000, and net income increased 35.8% from $5.3 million for the three
months ended March 31, 1999 to $7.2 million for the three months ended March
31, 2000, largely attributable to the factors discussed above.

                                     11

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

    At March 31, 2000, we had $48.2 million of working capital and $11.9
million of cash. Cash flows provided by operating activities for the three
months ended March 31, 2000 were $6.5 million and were due to an increase in
revenue and partially offset by an increase in accounts receivable. Net cash
used in investing activities was $44.4 million, primarily due to payment of
$40.8 million for acquisitions, net of cash acquired. Net cash provided by
financing activities was $40.5 million, primarily due to borrowings on our
line of credit.

    During the three months ended March 31, 1999, net cash flows provided by
operating activities were $7.5 million. Net cash used in investing activities
was $17.6 million, as we paid $13.9 million for acquisitions, net of cash
acquired. Net cash provided by financing activities was $4.6 million.

    In February 1998, we entered into our line of credit with Paribas (the
"1998 Credit Agreement"). Under the 1998 Credit Agreement, we could borrow on
a revolving credit basis loans in an aggregate outstanding principal amount
up to $65.0 million, subject to certain customary borrowing capacity
requirements. In April 1999 and August 1999, the 1998 Credit Agreement was
amended to increase the aggregate outstanding principal limit to $100 million
and $125 million, respectively. In November 1999, we further amended the 1998
Credit Agreement, increasing the aggregate principal limit to $150 million.
In May 2000, the 1998 Credit Agreement was further amended to increase the
aggregate principal limit to $175 million from $150 million. The availability
under the 1998 Credit Agreement as of May 5, 2000 was $37.7 million for
acquisitions, working capital and general corporate purposes. Depending on
the mix of stock and cash used to execute our acquisition program, we may
need to seek additional financing through the public or private sale of
equity or debt securities. There can be no assurance we could secure such
financing if and when it is needed or on terms we deem acceptable.

    In January 2000, we registered on Form S-4 (Registration No. 333-92981)
3,012,217 shares of common stock for issuance in our acquisition program (the
"Acquisition Shelf"), of which 2,994,231 shares were available as of March 31,
2000.

                                     12

<PAGE>

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We do not ordinarily use financial instruments, such as derivatives, to
manage the impact of interest rate changes or other market risks in our
business and we are not party to any leveraged financial instruments.
























                                     13

<PAGE>

PART II.      OTHER INFORMATION

ITEM 5.       OTHER INFORMATION

RECENT DEVELOPMENTS

ACQUISITIONS

    Since December 31, 1999, we have acquired the following document and
information outsourcing solutions businesses: (i) Mailing & Marketing, Inc., a
direct mail, print, and fulfillment business located in California; (ii)
Global Direct, Inc., a direct mail production business located in Oklahoma;
and (iii) Pinnacle Legal Copies, Inc. and PLCI, Inc., a legal copy service
business located in Minnesota and Wisconsin.

AMENDMENT TO CREDIT AGREEMENT

    In May 2000, the 1998 Credit Agreement was amended to increase the
aggregate principal limit to $175 million from $150 million.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

         This Report contains certain forward-looking statements such as our
intentions, hopes, beliefs, expectations, strategies, predictions or any
other variation thereof or comparable phraseology of our future activities or
other future events or conditions within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including, without
limitation, variations in quarterly results, volatility of our stock price,
development by competitors of new or superior products, technology or
services, the entry into the market by new competitors, the sufficiency of
our working capital and our ability to realize benefits from consolidating
certain general and administrative functions, to assimilate and integrate
acquisitions, to continue our acquisition program, to manage our growth, to
retain management, to implement our focused business strategy, to expand our
document and information management services geographically, to attract and
retain customers, to increase revenue by cross-selling services and to
successfully defend our company in ongoing and future litigation. Although we
believe that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate,
and, therefore, there can be no assurance that the forward-looking statements
included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and plans will
be achieved.

                                   II-1

<PAGE>

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     10.77    Amended and Restated Employment Agreement between F.Y.I.
              Incorporated and Jonathan B. Shaw

     10.78    Fifth Amendment to Amended and Restated Credit Agreement dated
              April 13, 2000, by and among F.Y.I. Incorporated, Paribas, Bank
              of America N.A., and Bank One, Texas N.A. and the Lenders named
              therein.

     27.1     Financial Data Schedule


(b)  Reports on Form 8-K

     None



















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<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized.

                                 F.Y.I. Incorporated

Date:  May 12, 2000              By: /s/ Ed H. Bowman, Jr.
                                     ------------------------------------------
                                      Ed H. Bowman, Jr.
                                      Chief Executive Officer and President

Date:  May 12, 2000              By: /s/ Timothy J. Barker
                                     ------------------------------------------
                                      Timothy J. Barker
                                      Executive Vice President and Chief
                                      Financial Officer (Principal Financial
                                      and Accounting Officer)
















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<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
 10.77         Amended and Restated Employment Agreement between F.Y.I.
               Incorporated and Jonathan B. Shaw

 10.78         Fifth Amendment to Amended and Restated Credit Agreement dated
               April 13, 2000, by and among F.Y.I. Incorporated, Paribas, Bank
               of America N.A., and Bank One, Texas N.A. and the Lenders named
               therein.

 27.1          Financial Data Schedule

</TABLE>



















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